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You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Janux Therapeutics, Inc., a Delaware corporation, which will be held virtually over the internet, on Wednesday, June 11, 2025 at 1:30 p.m. Pacific Time. The Annual Meeting is being held for the following purposes:
1.
To elect the three nominees for Class I director named in the accompanying proxy statement to serve for three-year terms until the 2028 Annual Meeting of Stockholders.
2.
To ratify the selection by the Audit Committee of the Board of Directors of Ernst Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.
3.
To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement.
4.
To indicate, on an advisory basis, the preferred frequency of holding future stockholder votes to approve the compensation of our named executive officers.
5.
To conduct any other business properly brought before the Annual Meeting.
These items of business are more fully described in the proxy statement accompanying this Notice.
To participate, vote or submit questions during the Annual Meeting via live webcast, you must register in advance at www.proxydocs.com/JANX prior to the deadline of Tuesday, June 10, 2025 at 5:00 p.m. Eastern Time.
You will not be able to attend the Annual Meeting in person.
Our Board of Directors recommends a vote “
FOR
” for the election of all nominees for Class I director to our Board of Directors, “
FOR
” the ratification of the selection by the Audit Committee of the Board of Directors of Ernst Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025, “
FOR
” the advisory approval of the compensation of our named executive officers, as disclosed in the proxy statement, and for a “
ONE YEAR
” frequency of holding future stockholder votes to approve the compensation of our executive officers. The accompanying proxy statement contains additional information and should be carefully reviewed by stockholders.
The record date for the Annual Meeting is April 17, 2025. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment or postponement thereof.
By Order of the Board of Directors,
/s/ David Campbell, Ph.D.
David Campbell, Ph.D.
President and Chief Executive Officer
San Diego, California
April 25, 2025
You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, you are urged to cast your vote as soon as possible. You may vote your shares via the internet or via a toll-free telephone number by following the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card. In addition, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card. Submitting a proxy card will not prevent you from attending the Annual Meeting and voting at the Annual Meeting if you so desire. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the Annual Meeting, you must obtain from the record holder a proxy issued in your name.
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why did I receive a notice regarding the availability of proxy materials on the internet?
We have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (sometimes referred to as the “Board”) of Janux Therapeutics, Inc. (sometimes referred to as “we,” “us,” the “Company” or “Janux”) is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting (the “Annual Meeting”). Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent the Notice to our stockholders of record. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.
We intend to mail the Notice on or about April 25, 2025 to all stockholders of record entitled to vote at the Annual Meeting.
Will I receive any other proxy materials by mail?
We may send you a proxy card, along with a second notice, on or after May 7, 2025.
What is the format of the Annual Meeting?
The Annual Meeting will be held in a virtual meeting format only with no physical in person meeting. A summary of the information you need to attend the Annual Meeting is provided below:
•
To participate, vote or submit questions during the Annual Meeting via live webcast, you must register in advance at www.proxydocs.com/JANX prior to the deadline of Tuesday, June 10, 2025 at 5:00 p.m. Eastern Time and provide the control number as set forth in the Notice, or proxy card, or voting instruction form at www.proxydocs.com/JANX. Upon completing your registration, you will receive further instructions via email, including unique links to access the Annual Meeting and to submit questions in advance of the Annual Meeting.
•
Any stockholder may listen to the Annual Meeting and participate live via webcast at www.proxydocs.com/JANX. The webcast will begin at 1:30 p.m. Pacific Time on June 11, 2025.
•
To enter the Annual Meeting, please have your control number which is available on your Notice, your proxy card or the instructions that accompanied your proxy materials.
Instructions on how to connect to and participate in the Annual Meeting via the internet, including how to demonstrate proof of stock ownership, are posted at www.proxydocs.com/JANX.
Can I attend the Annual Meeting?
We will be hosting the Annual Meeting via live webcast on the internet.
You will not be able to attend the Annual Meeting in person. Any stockholder can listen to and participate in the Annual Meeting live via the internet at www.proxydocs.com/JANX. The webcast will start at 1:30 p.m. Pacific Time on June 11, 2025. Stockholders may vote and submit questions while connected to the Annual Meeting on the internet.
What do I need to be able to participate in the Annual Meeting online?
To participate, vote or submit questions during the Annual Meeting via live webcast, you must register in advance at www.proxydocs.com/JANX prior to the deadline of Tuesday, June 10, 2025 at 5:00 p.m. Eastern Time and provide the control number as provided described in the Notice, or proxy card, or voting instruction form at www.proxydocs.com/JANX. Upon completing your registration, you will receive further instructions via email, including unique links to access the Annual Meeting and to submit questions in advance of the Annual Meeting.
You will need the control number included on your Notice, your proxy card or the instructions that accompanied your proxy materials to be able to vote your shares or submit questions during the Annual Meeting.
Instructions on how to connect and participate in the Annual Meeting via the internet, including how to demonstrate proof of stock ownership, are posted at www.proxydocs.com/JANX.
Will a list of record stockholders as of the record date be available?
For the ten days ending the day prior to the Annual Meeting, a list of our record stockholders as of the close of business on the record date will be available for examination by any stockholder of record for a legally valid purpose at our corporate headquarters during regular business hours. To access the list of record stockholders, stockholders should email investors@januxrx.com.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on April 17, 2025 will be entitled to vote at the Annual Meeting. On this record date, there were 59,168,490 shares of common stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If on April 17, 2025 your shares were registered directly in your name with the Company’s transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the proxy card that may be mailed to you, or vote by proxy over the telephone or on the internet as instructed below, to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on April 17, 2025 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account(s). You are also invited to attend the Annual Meeting by registering in advance at www.proxydocs.com/JANX. However, since you are not the stockholder of record, you may be required to
obtain a valid proxy from your broker or other agent in order to vote your shares at the Annual Meeting. Follow the instructions you receive from your brokerage firm, bank, dealer, or other similar organization.
What am I voting on?
There are four matters scheduled for a vote:
•
Election of the three nominees for Class I director named in this proxy statement to serve for three-year terms until the 2028 Annual Meeting of Stockholders (Proposal 1);
•
Ratification of the selection by the Audit Committee of the Board of Directors of Ernst Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025 (Proposal 2);
•
The advisory approval of the compensation of our named executive officers (“Say-on-Pay”), as disclosed in the proxy statement (Proposal 3); and
•
The advisory indication of the preferred frequency of holding future Say-on-Pay advisory votes on executive compensation (Proposal 4).
What if another matter is properly brought before the Annual Meeting?
The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the proxy to vote on those matters in accordance with their best judgment.
How do I vote?
For Proposal 1, the election of directors, you may either vote “For” all of the nominees to the Board of Directors or you may “Withhold” your vote for any nominee you specify. For Proposals 2 and 3, you may vote “For” or “Against” or you may abstain from voting. For Proposal 4, the advisory vote on how frequently we should solicit stockholder advisory approval of executive compensation, you may vote for any one of the following: one year, two years or three years, or you may abstain from voting on that matter. The procedures for voting are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote at the Annual Meeting, vote by proxy over the telephone, vote by proxy through the internet, or vote by proxy using the proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote even if you have already voted by proxy.
•
To vote during the Annual Meeting, follow the instructions posted at www.proxydocs.com/JANX. You must register in advance at www.proxydocs.com/JANX prior to the deadline of Tuesday, June 10, 2025 at 5:00 p.m. Eastern Time to be able to vote during the Annual Meeting.
•
To vote over the telephone, dial toll-free (866) 428-0096 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice or the proxy card that we may deliver. Your telephone vote must be received by 11:59 p.m. Pacific Time on June 10, 2025 to be counted.
•
To vote through the internet, go to
www.proxypush.com/JANX
to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice or the proxy card that we may deliver. Your internet vote must be received by 11:59 p.m. Pacific Time on June 10, 2025 to be counted.
To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered to you and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions from that organization rather than from Janux. Simply follow the voting instructions in the Notice to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker, bank, or other agent. To vote at the Annual Meeting, you may be required to obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker, bank, or other agent included with these proxy materials, or contact that organization to request a proxy form, and you also must register in advance at www.proxydocs.com/JANX prior to the deadline of Tuesday, June 10, 2025 at 5:00 p.m. Eastern Time.
We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of April 17, 2025.
What happens if I do not vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and do not vote by completing a proxy card, by telephone, through the internet, or at the Annual Meeting, your shares will not be voted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the proposal is deemed to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered “routine,” but not with respect to “non-routine” matters. Under the relevant rules and interpretations, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, without your instructions, your broker or nominee may not vote your shares on Proposal 1, 3 or 4, but may vote your shares on Proposal 2.
What if I return a proxy card or otherwise vote but do not make specific choices?
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all nominees for director named in this proxy statement, “For” the ratification of the selection by the Audit Committee of the Board of Directors of Ernst Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025, “For” the advisory approval of the compensation of our named executive officers, as disclosed in the proxy statement, and for a “One Year” frequency of holding future Say-on-Pay advisory votes on executive compensation. If any other matter is properly presented at the Annual Meeting, your proxy
holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all your shares are voted.
Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
•
You may submit another properly completed proxy card with a later date.
•
You may grant a subsequent proxy by telephone or through the internet.
•
You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at 10955 Vista Sorrento Parkway, Suite 200, San Diego, California 92130. To be timely, a written notice revoking your proxy must be received by 11:59 p.m. Pacific Time on June 10, 2025.
•
You may attend and vote during the Annual Meeting, which will be hosted via the internet. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
Your most current proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank, or other agent with respect to changing your vote.
When are stockholder proposals and director nominations due for the 2026 Annual Meeting of Stockholders?
To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 26, 2025, to the attention of our Corporate Secretary at 10955 Vista Sorrento Parkway, Suite 200, San Diego, California 92130. If you wish to submit a proposal (including a director nomination) at the 2026 Annual Meeting of Stockholders that is not to be included in next year’s proxy materials, your written request must be received by our Corporate Secretary between February 11, 2026 and March 13, 2026. You are also advised to review our Amended and Restated Bylaws (“Bylaws”), which contain additional requirements about advance notice of stockholder proposals and director nominations. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our Board of Director’s nominees must provide notice that sets forth any additional information required by Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no later than April 12, 2026.
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the proposal to elect directors, votes “For,” “Withhold,” and broker non-votes; with respect to Proposal 2, votes “For” and “Against,” abstentions and, if applicable, broker non-votes; with respect to Proposal 3, votes “For” and “Against,” abstentions and, if applicable, broker non-votes; and, with respect to Proposal 4, votes “One Year,” “Two Years” “ and “Three Years,” abstentions and, if applicable, broker non-votes. Abstentions will have no effect on Proposal 1. Abstentions will be counted towards the vote total for Proposals 2 and 3 and will have the same effect as “Against” votes. Abstentions will be counted towards the vote total for Proposal 4 and will have the effect of a vote against each of the proposed frequencies. Broker non-votes will be counted towards the presence of a quorum but will not be counted towards the vote total for any proposal.
What are “broker non-votes”?
As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be “non-routine,” the broker or nominee cannot vote the shares. These un-voted shares are counted as “broker non-votes.”
As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank, or other agent by the deadline provided in the materials you receive from your broker, bank, or other agent.
How many votes are needed to approve each proposal?
•
For the election of directors, the three nominees receiving the most “For” votes from the holders of shares present at the Annual Meeting or represented by proxy and entitled to vote on the election of directors will be elected. Only votes “For” will affect the outcome.
•
To be approved, the ratification of the selection by the Audit Committee of the Board of Directors of Ernst Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 must receive “For” votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter. If you mark your proxy to “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.
•
To be approved on an advisory basis, the vote on the compensation of our named executive officers must receive “For” votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter. If you mark your proxy to “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.
Since this proposal is an advisory vote, the result will not be binding on our Board of Directors. However, our Board of Directors values our stockholders’ opinions, and our Board of Directors and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.
•
For the advisory vote on the frequency of future advisory stockholder votes to approve the compensation of our named executive officers, the frequency receiving votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter will be determined to be the preferred frequency with which the Company is to hold an advisory stockholder vote to approve the compensation paid to the Company’s named executive officers. If you mark your proxy to “Abstain” from voting, it will have the effect of a vote against each of the proposed frequencies. Broker non-votes will have no effect.
Since this proposal is an advisory vote, the result will not be binding on our Board of Directors. However, our Board of Directors values our stockholders’ opinions, and our Board of Directors
and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding a majority of the outstanding shares entitled to vote are present at the Annual Meeting or represented by proxy. On the record date, there were 59,168,490 shares outstanding and entitled to vote. Thus, the holders of at least 29,584,246 shares must be present or represented by proxy at the Annual Meeting to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other nominee) or if you vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.
Our Board of Directors currently consists of nine members. There are three directors in Class I, the class whose term of office expires at this Annual Meeting: David Campbell, Ph.D., Ron Barrett, Ph.D., and Winston Kung. The three nominees for Class I director were nominated for re-election to the Board of Directors at the Annual Meeting by the Nominating and Corporate Governance Committee of the Board of Directors. If elected at the Annual Meeting, each of these nominees for director would serve for a three-year term until our 2028 Annual Meeting of Stockholders, and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. It is our policy to invite directors and nominees for director to attend the Annual Meeting. All of our then active directors attended the 2024 Annual Meeting of Stockholders other than Sheila Gujrathi, M.D. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.
Directors are elected by a plurality of the votes of the holders of shares present or represented by proxy and entitled to vote at the Annual Meeting. Accordingly, the three nominees receiving the most “For” votes (among votes properly cast at the Annual Meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed or authenticated proxies will be voted “For” the election of the three nominees named above or, if any nominee becomes unavailable for election as a result of an unexpected occurrence, “For” the election of a substitute nominee designated by our Board of Directors. Each nominee has agreed to serve as a director if elected and we have no reason to believe that any nominee will be unable to serve.
The Nominating and Corporate Governance Committee seeks to assemble a Board of Directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct the Company’s business. The Nominating and Corporate Governance Committee and the Board of Directors also seek to attain diversity and balance among directors of race, gender, geography, thought, viewpoints, and backgrounds. To those ends, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board of Directors’ overall composition, with the goal of recruiting members who complement and strengthen the skills of other members through diversity and who also exhibit integrity, collegiality, sound business judgment, and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director/nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members.
Nominees for Election for a Three-year Term Expiring at the 2028 Annual Meeting
David Campbell, Ph.D.
,
66, is our founder and has served as President and Chief Executive Officer and as a member of our Board of Directors since our inception in June 2017. Prior to founding Janux, Dr. Campbell was an Entrepreneur in Residence at Avalon Ventures from March 2013 to December 2019. Dr. Campbell served as the Chief Scientific Officer for Sitari Pharmaceuticals, Inc. from November 2013 through August 2019 and for Iron Horse Therapeutics, Inc. from November 2015 to June 2019. Dr.
Campbell served as the President and Chief Executive Officer of Enlibirum from November 2015 through December 2017. Dr. Campbell received a B.S. in Chemistry from Harvey Mudd College and a Ph.D. in Organic Chemistry from Cornell University, and received post-doctoral training under then University of California, Berkeley professor Dr. Peter Schultz.
The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Campbell’s extensive experience as a senior executive officer of biotechnology companies and his educational background provide him with the qualifications and skills to serve as a member of our Board of Directors.
Ron Barrett, Ph.D.
, 69, has served as a member of our Board of Directors since September 2021. Dr. Barrett also serves as a member of the board of directors of Quadriga Biosciences, a private oncology company. Dr. Barrett served as Executive Chairman of Medikine, Inc., a biopharmaceutical company, from January 2023 to July 2023 and previously served as its Chief Executive Officer and Chairman of the board of directors from June 2017 until January 2023, and as its Executive Chair from December 2016 to June 2017. Dr. Barrett was a founder of XenoPort, Inc. (“XenoPort”), a biopharmaceutical company, and served as its Chief Executive Officer from 2001 to October 2015, its Chief Scientific Officer from 1999 to 2001 and as a member of its board of directors from 1999 to October 2015. Prior to XenoPort, Dr. Barrett held various positions at Affymax Research Institute, a drug discovery company now owned by GlaxoSmithKline plc, and Abbott Laboratories, a healthcare company. Dr. Barrett received a B.S. from Bucknell University and a Ph.D. in Pharmacology from Rutgers University.
The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Barrett’s extensive experience with pharmaceutical and biotechnology companies and his educational background provide him with the qualifications and skills to serve as a member of our Board of Directors.
Winston Kung
, 49, has served as a member of our Board of Directors since September 2022. Mr. Kung has served as the Chief Financial Officer and Treasurer of ArriVent BioPharma, Inc., a biopharmaceutical company, since January 2024. From December 2017 to January 2024, Mr. Kung served as the Chief Operating Officer and Chief Financial Officer of PMV Pharmaceuticals, Inc., a public precision oncology company. From April 2013 to November 2017, Mr. Kung held multiple positions at Celgene Corporation, a global biopharmaceutical company (acquired by Bristol-Myers Squibb), including Vice President of Business Development and Global Alliances, and Chief Business Officer at Celgene Cellular Therapeutics (a wholly-owned subsidiary of Celgene Corporation). Prior to Celgene, Mr. Kung worked at Citigroup from June 2010 to April 2013 in its Global Healthcare Investment Banking group and at Lehman Brothers (which was subsequently acquired by Barclays) from May 2007 to June 2010 in its Global Mergers and Acquisition Group. From August 2004 to May 2007, Mr. Kung worked at Amgen, Inc. (“Amgen”), a public biopharmaceutical company, as a co-founder of the Alliance Management group, and served as the deal lead on multiple acquisitions as part of the Corporate Development group. Mr. Kung also worked at Genentech Inc., a biotechnology company (acquired by Roche Holding AG), from November 1999 to September 2002 as part of the Business and Corporate Development group. Mr. Kung received a B.A. in Biology and International Relations from Brown University and a M.B.A. from Harvard Business School.
The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Kung’s experience in corporate finance, accounting, operations, investor relations, capital markets and strategic business development provide him with the qualifications and skills to serve as a member of our Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NAMED NOMINEE.
Directors Continuing in Office Until the 2026 Annual Meeting
Sheila Gujrathi, M.D.
, 54, has served as a member of our Board of Directors since March 2021. Dr. Gujrathi also serves as the Chairperson of the board of directors of Immpact Bio, a biopharmaceutical company, and as the Executive Chair of the board of directors of Ventyx Biosciences, a public biopharmaceutical company. Dr. Gujrathi previously served as Chair of the board of directors of ADARx Pharmaceuticals, Inc., a biopharmaceutical company, from June 2020 to January 2025, and on the board of directors of Turning Point Therapeutics, Inc., a public biopharmaceutical company, from November 2017 to March 2021, and as Chair of the board of directors from April 2019 to March 2021. Dr. Gujrathi also previously served on the board of directors of Five Prime Therapeutics, Inc. (acquired by Amgen in April 2021) from December 2015 to June 2019 and Ambrx, Inc. from February 2014 until its acquisition in June 2015. Dr. Gujrathi is a Co-Founder of Gossamer Bio, Inc., a public biopharmaceutical company, and served as President and Chief Executive Officer from July 2018 to November 2020 and as President and Chief Operating Officer from October 2015 to June 2018 and as a member of its board of directors from October 2015 to November 2020. Previously, Dr. Gujrathi was the Chief Medical Officer of Receptos, Inc., a biopharmaceutical company, a position she held from June 2011 until its acquisition by Celgene Corporation in August 2015. Dr. Gujrathi joined Receptos, Inc. from Bristol-Myers Squibb Company ("Bristol-Meyers Squibb"), where she was Vice President of the Global Clinical Research Group in Immunology from 2008 until 2011. Prior to joining Bristol-Myers Squibb, Dr. Gujrathi worked at Genentech, Inc., where she held roles of increasing responsibility in the Immunology, Tissue Growth and Repair clinical development group from 2002 until 2008. From 1999 until 2002, Dr. Gujrathi was a management consultant at McKinsey Company in the healthcare practice, where she provided strategic advice on a variety of projects in the healthcare and pharmaceutical industry. Dr. Gujrathi received her B.S. in Biomedical Engineering and an M.D. from Northwestern University in Medical Education. Dr. Gujrathi completed her internal medicine internship and residency at Brigham and Women’s Hospital, Harvard Medical School and is board certified in internal medicine. Dr. Gujrathi received additional training at the University of California, San Francisco and Stanford University in their Allergy and Immunology Fellowship Program.
The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Gujrathi’s extensive experience as a senior executive officer at multiple biotechnology companies and educational background provide her with the qualifications and skills to serve as a member of our Board of Directors.
Natasha Hernday
, 53, has served as a member of our Board of Directors since July 2024. Ms. Hernday brings extensive experience in business development, corporate strategy and alliance management, having served as Chief Business Officer and a member of the Executive Committee at Seagen Inc. (”Seagen”) from December 2022 until its acquisition by Pfizer in December 2023, and previously as Executive Vice President, Corporate Development from October 2020 until December 2022. Ms. Hernday joined Seagen in 2011 where she built and led the business development team responsible for licensing deals, acquisitions and strategic alliances. Prior to her role at Seagen, Ms. Hernday spent 16 years at Amgen, where she began her career in discovery research, then held various leadership positions in corporate development and corporate strategy, including as Director, Mergers Acquisitions and as Director, Out-Partnering, playing a key role in numerous high-value transactions. Ms. Hernday has served on the boards of directors of Xoma Corp. since June 2019 and Firefly Biologics, Inc. since September 2024 and on the Knight Campus External Advisory Board for the University of Oregon. Ms. Hernday previously served on the boards of directors of Alpine Immune Sciences, Inc., from December 2020 until its acquisition by Vertex Pharmaceuticals Incorporated in May 2024, and
PDL BioPharma, Inc., from June 2019 until January 2021. Ms. Hernday received a B.A. in microbiology from the University of California, Santa Barbara and an M.B.A. from Pepperdine University.
The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. Hernday’s extensive experience as a senior executive officer at multiple biotechnology companies and educational background provide her with the qualifications and skills to serve as a member of our Board of Directors.
Alana McNulty
, 62, has served as a member of our Board of Directors since September 2021. Ms. McNulty served as Chief Business Officer of Effector Therapeutics, Inc. (“Effector”) from July 2019 to July
2022. Previously, Ms. McNulty served as Chief Financial Officer of Effector from July 2012 until December 2020 (in a consulting capacity until October 2015). Ms. McNulty served as Chief Financial Officer of Lumena Pharmaceuticals Inc. from July 2012 until its acquisition by Shire plc in November 2014, and as Chief Financial Officer of Excaliard Pharmaceuticals, Inc. from March 2011 through its acquisition by Pfizer Inc. in November 2011. Prior to that, Ms. McNulty was acting Chief Financial Officer at BrainCells, Inc. from 2004 until 2011 and Chief Financial Officer of Elitra Pharmaceuticals Inc. from 1998 to 2003. Prior to that, Ms. McNulty was head of Corporate Development and a General Manager of a business unit at Advanced Tissue Sciences. Ms. McNulty has served on the board of directors of Lipidio Pharmaceuticals, a biopharmaceutical company, since February 2023. Ms. McNulty received a B.A. in Biology from the University of California, Santa Barbara and an M.B.A. from the Anderson School of Business at the University of California, Los Angeles.
The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. McNulty’s experience in corporate finance, accounting, operations, investor relations, capital markets and strategic business development provide her with the qualifications and skills to serve as a member of our Board of Directors.
Directors Continuing in Office Until the 2027 Annual Meeting
Vickie Capps
, 63, has served as a member of our Board of Directors since March 2021. Ms. Capps has also served as a member of the board of directors of Amedisys, Inc., a public healthcare company, since October 2019, and is the Chair of its audit committee and a member of its compensation committee. Ms. Capps has also served as a member of the board of directors of Orthofix Medical, Inc., a public medical technology company, since March 2025. In addition, Ms. Capps serves as a member of the boards of directors of Enable Injections, Inc. and Breg, Inc., both private medical device companies, a member of the senior advisory board of Consonance Capital Partners, a healthcare investment firm, and is also a member of the board of directors of the San Diego State University Research Foundation and a member of its audit committee and its finance and investment committee. Ms. Capps previously served on the board of directors of NuVasive, Inc., a public medical device company, from June 2015 until the closing of its merger with Globus Medical, Inc. in September 2023, of Otonomy, Inc., a public biotechnology company, from March 2014 until February 2023, of Silverback Therapeutics, Inc., a public biotechnology company, from June 2020 until the closing of its merger with ARS Pharmaceuticals, Inc. in November 2022, of Synthorx, Inc., a public biotechnology company, from April 2018 until its sale to Sanofi in January 2020, and of Connecture, Inc., a healthcare IT company, from October 2014 to April 2018. Ms. Capps has also previously served on the boards of directors of several other public and private companies, including OmniGuide Holdings, Inc., RF Surgical Systems, Inc., Eagle Rx, Inc. and SenoRx, Inc. From July 2002 to December 2013, Ms. Capps was the Chief Financial Officer of DJO Global, Inc., a medical device company. Prior to joining DJO Global, Inc., Ms. Capps served as the Chief Financial Officer of several other public and private companies. Earlier in her career, Ms. Capps was a senior audit and accounting professional at Ernst Young LLP. Ms. Capps is a California Certified Public Accountant and was recognized as a CFO of the Year Honoree by the San Diego Business Journal in 2009 and 2010 and as a Director of the Year Honoree by the Corporate Directors Forum in 2022. Ms. Capps received a B.A. in Business Administration/Accounting from San Diego State University.
The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. Capps’s experience in corporate finance, accounting, operations, investor relations, capital markets and strategic business development provide her with the qualifications and skills to serve as a member of our Board of Directors.
Eric Dobmeier
, 56, has served as a member of our Board of Directors since July 2024. Mr. Dobmeier is an executive and board member with more than 20 years of experience in the biotechnology industry. Most recently, he served as president and CEO of Chinook Therapeutics, Inc. (“Chinook”) from April 2019 until its acquisition by Novartis AG in August 2023. Prior to Chinook, Mr. Dobmeier served as president and CEO of Silverback Therapeutics, Inc., a private biotechnology company. Previously, Mr. Dobmeier spent 16 years in a series of positions of increasing responsibility at Seagen, Inc., a public
biotechnology company, including Chief Operating Officer, during the company’s growth from 60 to 1,200 employees, from a market cap of $150 million to over $8 billion and through its transition to a commercial company with FDA approval and launch of Adcetris, a novel lymphoma drug. Mr. Dobmeier is currently a venture partner at Samsara Biocapital and has served on the board of directors of Structure Therapeutics, Inc., a public biotechnology company, since December 2022, as well as several private biotechnology companies. He previously served on the boards of directors of Atara Biotherapeutics, Inc. from 2015 to May 2024 and Adaptive Biotechnologies, Inc. from 2016 to March 2021, both public biotechnology companies. Mr. Dobmeier earned his J.D. from the University of California, Berkeley School of Law and his undergraduate degree from Princeton University.
The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Dobmeier’s experience in venture capital in the biopharmaceutical industry and his educational background provide him with the qualifications and skills to serve as a member of our Board of Directors.
Jake Simson, Ph.D.
, 39, has served as a member of our Board of Directors since March 2021. Dr. Simson has served as a Partner at RA Capital Management, L.P. ("RA Capital") since December 2020. Previously, Dr. Simson served as an associate, analyst and principal at RA Capital from July 2013 to December 2020. Dr. Simson also serves as a member of the board of directors of Tyra Biosciences, a public biotechnology company, and each of Bicara Therapeutics, Convergent Therapeutics and Septerna, each a private biotechnology company. Dr. Simson received an S.B. in Materials Science and Engineering from the Massachusetts Institute of Technology and a Ph.D. in Biomedical Engineering from the Johns Hopkins University.
The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Simson’s experience in venture capital in the biopharmaceutical industry and his educational background provide him with the qualifications and skills to serve as a member of our Board of Directors.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Independence of the Board of Directors
As required under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively determined by the Board of Directors of such company. Our Board of Directors consults with our counsel to ensure that the Board of Directors’ determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.
Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and our company, our senior management and our independent auditors, the Board of Directors has affirmatively determined that all of our directors, other than Dr. Campbell, are independent within the meaning of the applicable Nasdaq listing standards. In making this determination, the Board of Directors found that none of these directors had a material or other disqualifying relationship with our company.
Board Leadership Structure
Our Board of Directors is currently chaired by Dr. Barrett. Our Chair has the authority, among other things, to call and preside over Board of Directors meetings, to set meeting agendas and to determine materials to be distributed to the Board of Directors. Accordingly, our Chair has substantial ability to shape the work of our Board of Directors. We believe that separation of the positions of Chair and Chief Executive Officer reinforces the independence of our Board of Directors in its oversight of our business and affairs. In addition, we have a separate Chair for each committee of our Board of Directors. The Chair of each committee is expected to report annually to our Board of Directors on the activities of their committee in fulfilling their responsibilities as detailed in their respective charters or specify any shortcomings should that be the case.
Stockholder Communications with the Board of Directors
Our Board of Directors has adopted a formal process by which stockholders may communicate with the Board of Directors or any of its directors. Stockholders who wish to communicate with the Board of Directors may do so by sending written communications addressed to the Corporate Secretary of Janux Therapeutics, Inc. at 10955 Vista Sorrento Parkway, Suite 200, San Diego, California 92130. Each communication must set forth: the name and address of the stockholder on whose behalf the communication is sent and the number of our shares that are owned beneficially by such stockholder as of the date of the communication. Each communication will be reviewed by our Corporate Secretary to determine whether it is appropriate for presentation to the Board of Directors or such director. Communications determined by our Corporate Secretary to be appropriate for presentation to the Board of Directors or such director will be submitted to the Board of Directors or such director on a periodic basis.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions. The Code of Business Conduct and Ethics is available on our website at
www.januxrx.com
. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code of Business Conduct and Ethics to any principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions or our directors, we will promptly disclose the nature of the amendment or waiver on our website.
Role of the Board of Directors in Risk Oversight
Our Audit Committee is primarily responsible for overseeing our risk management processes on behalf of the full Board of Directors. The Audit Committee receives reports from management at least annually regarding our assessment of risks. In addition, the Audit Committee reports regularly to the full Board of Directors, which also considers our risk profile. The Audit Committee and the full Board of Directors focus on the most significant risks we face, including major financial, operational, regulatory and cybersecurity risks, and our general risk management strategies. While the Board of Directors oversees our risk management, company management is responsible for day-to-day risk management processes. Our Board of Directors expects company management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies adopted by the Audit Committee and the Board of Directors. In addition, the Compensation Committee evaluates and monitors whether any of our compensation policies and practices has the potential to encourage excessive risk-taking or is likely to have a material adverse effect on the Company. We believe this division of responsibilities is the most effective approach for addressing the risks we face and that our Board of Directors leadership structure, which also emphasizes the independence of the Board of Directors in its oversight of our business and affairs, supports this approach.
Meetings of the Board of Directors
The Board of Directors held eight meetings and acted by unanimous written consent without a meeting five times during 2024. Each Board member attended 80% or more of the aggregate number of meetings of the Board of Directors and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member, respectively.
Information Regarding Committees of the Board of Directors
The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The following table provides membership for each of the committees of the Board of Directors:
Name
Audit
Compensation
Nominating and
Corporate
Governance
David Campbell, Ph.D.
Ron Barrett, Ph.D.
(1)
X
(2)
Vickie Capps
(3)
X
(2)
Eric Dobmeier
(4)
X
Sheila Gujrathi, M.D.
Natasha Hernday
(5)
X
Winston Kung
X
Alana McNulty
X
Jake Simson, Ph.D.
(6)
X
(2)
(1)
Dr. Barrett served as a member of the Nominating and Corporate Governance Committee in fiscal year 2024.
(2)
Committee Chairperson
(3)
Financial Expert, as defined by section 407 of the Sarbanes-Oxley Act of 2002
(4)
Mr. Dobmeier became a member of the Board of Directors in July 2024 and a member of the Compensation Committee in March 2025.
(5)
Ms. Hernday became a member of the Board of Directors in July 2024 and a member of the Nominating and Corporate Governance Committee in March 2025.
(6)
Dr. Simson served as a member of the Compensation Committee in fiscal year 2024.
Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board of Directors has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence” and that each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to us.
Below is a description of each committee of the Board of Directors.
Audit Committee
The Audit Committee of the Board of Directors was established by the Board of Directors in accordance with Section 3(a)(58)(A) of the Exchange Act, to oversee our corporate accounting and financial reporting processes and audits of our financial statements. For this purpose, the Audit Committee performs several functions which include, among other things:
•
evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;
•
reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;
•
monitoring the rotation of partners of our independent auditors on our engagement team as required by law;
•
prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditor;
reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent auditors and management;
•
reviewing, with our independent auditors and management, significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;
•
reviewing with management and our independent auditors any earnings announcements and other public announcements regarding material developments;
•
establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters and other matters;
•
preparing the report that the SEC requires in our annual proxy statement;
•
reviewing and providing oversight of any related-person transactions in accordance with our related person transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including our code of business conduct and ethics;
•
reviewing our major financial, operational, regulatory and cybersecurity risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are implemented;
•
reviewing on a periodic basis our investment policy; and
•
reviewing and evaluating on an annual basis the performance of the Audit Committee and the Audit Committee charter.
The current members of the Audit Committee are Ms. Capps, Ms. McNulty and Mr. Kung, with Ms. Capps serving as the Chair. The Audit Committee met six times during 2024 and acted by unanimous written consent without a meeting five times during 2024. Our Board of Directors has determined that each member of the Audit Committee is an independent director under Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards and under Rule 10A-3 under the Exchange Act. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. In arriving at this determination, the Board of Directors has examined each Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector.
Our Board of Directors has determined that Ms. Capps qualifies as an Audit Committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the Nasdaq Listing Rules. In making this determination, our Board of Directors has considered Ms. Capps’ formal education and the nature and scope of her experience with public companies. Both our independent registered public accounting firm and management periodically meet privately with our Audit Committee.
The Audit Committee charter can be found on our website at
www.januxrx.com
in the Corporate Governance section.
Report of the Audit Committee of the Board of Directors
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2024 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company
Accounting Oversight Board (“PCAOB”). The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Audit Committee
Vickie Capps,
Chair
Winston Kung
Alana McNulty
Compensation Committee
Our Compensation Committee currently consists of Dr. Barrett and Mr. Dobmeier, with Dr. Barrett serving as the Chair. Our Board of Directors has determined that each of the members of our Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and satisfies the Nasdaq independence requirements. The Compensation Committee met three times during 2024 and acted by unanimous written consent without a meeting three times during 2024. The Compensation Committee has a charter that is reviewed and updated annually, or as may be warranted from time to time. The functions of the Compensation Committee include, among other things:
•
reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full Board of Directors regarding) our overall compensation strategy and policies;
•
reviewing and making recommendations to the full Board of Directors regarding the compensation and other terms of employment of our executive officers;
•
reviewing and approving (or if it deems it appropriate, making recommendations to the full Board of Directors regarding) performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives;
•
reviewing and approving (or if it deems it appropriate, making recommendations to the full Board of Directors regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs;
•
evaluating risks associated with our compensation policies and practices and assessing whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us;
•
reviewing and making recommendations to the full Board of Directors regarding the type and amount of compensation to be paid or awarded to our non-employee directors;
•
establishing policies with respect to votes by our stockholders to approve executive compensation as required by Section 14A of the Exchange Act and determining our recommendations regarding the frequency of advisory votes on executive compensation, to the extent required by law;
•
reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act;
•
administering our equity incentive plans;
•
establishing policies with respect to equity compensation arrangements;
•
reviewing the competitiveness of our executive compensation programs and evaluating the effectiveness of our compensation policy and strategy in achieving expected benefits to us;
reviewing and making recommendations to the full Board of Directors regarding the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;
•
reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;
•
preparing the report that the SEC requires in our annual proxy statement; and
•
reviewing and assessing on an annual basis the performance of the Compensation Committee and the Compensation Committee charter.
The agenda for each Compensation Committee meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chief Executive Officer or General Counsel. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all our books, records, facilities, and personnel. In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the authority, in its sole discretion, to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under its charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel, or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.
The Compensation Committee or the Board of Directors upon recommendation from the Compensation Committee, makes the significant adjustments to annual compensation, determines bonus and equity awards, and establishes new performance objectives at one or more meetings held during the first quarter of the year. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Board of Directors upon recommendation from the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of the Compensation Committee’s compensation consultant, including analyses of executive compensation paid at other companies identified by the consultant.
Our Compensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our executive compensation programs and related policies. The Compensation Committee engaged Frederic W. Cook Co., Inc., or FW Cook, as its independent compensation consultant to provide objective analysis, advice and
recommendations on executive officer pay in connection with the Compensation Committee’s decision-making process for 2024. During 2024, FW Cook did not provide services to us other than the services to our Compensation Committee described herein. Our Compensation Committee performs an annual assessment of its compensation consultants’ independence to determine whether the consultants are independent. Based on its evaluation, the Compensation Committee has determined that FW Cook is independent and that its work has not raised any conflicts of interest.
Under its charter, the Compensation Committee may form, and delegate authority to, subcommittees as appropriate. In 2021, the Compensation Committee formed a Non-Officer Stock Award Committee, currently composed of Dr. Campbell, to which it delegated authority to grant, without any further action required by the Compensation Committee, stock options and restricted stock units ("RSUs") to employees who are not officers of the Company. The purpose of this delegation of authority is to enhance the flexibility of equity awards administration within the Company and to facilitate the timely grant of equity awards to non-officer employees, particularly new employees, within specified limits approved by the Compensation Committee. In particular, the subcommittee may grant equity awards only within pre-approved guidelines and not to any employee who has a title that is above vice president. Typically, as part of its oversight function, the Compensation Committee will review on a regular basis the list of grants made by the subcommittee. During fiscal year 2024, the subcommittee exercised its authority to grant options to purchase an aggregate of 1,140,791 shares of the Company’s common stock and 75,385 RSUs to non-officer employees.
The Compensation Committee charter can be found on our website at
www.januxrx.com
in the Corporate Governance section.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee currently consists of Dr. Simson and Ms. Hernday, with Dr. Simson serving as the Chair. Our Board of Directors has determined that each of the members of this committee satisfies the Nasdaq independence requirements. The Nominating and Corporate Governance Committee met three times during 2024 and acted by unanimous written consent without a meeting one time during 2024. The Nominating and Corporate Governance Committee has a charter that is reviewed and updated annually, or as may be warranted from time to time. The functions of this committee include, among other things:
•
identifying, reviewing and evaluating candidates to serve on our Board of Directors consistent with criteria approved by our Board of Directors;
•
determining the minimum qualifications for service on our Board of Directors;
•
evaluating director performance on the Board of Directors and applicable committees of the Board of Directors and determining whether continued service on our Board of Directors is appropriate;
•
evaluating, nominating and recommending individuals for membership on our Board of Directors;
•
evaluating nominations by stockholders of candidates for election to our Board of Directors;
•
considering and assessing the independence of members of our Board of Directors;
•
developing a set of corporate governance policies and principles, including a code of business conduct and ethics, periodically reviewing and assessing these policies and principles and their application and recommending to our Board of Directors any changes to such policies and principles;
•
considering questions of possible conflicts of interest of directors as such questions arise; and
•
reviewing and assessing on an annual basis the performance of the Nominating and Corporate Governance Committee and the Nominating and Corporate Governance Committee charter.
The Nominating and Corporate Governance Committee believes that the candidates for director, both individually and collectively, have the integrity, experience, judgment, commitment (including having sufficient time to devote to us and level of participation), skills, diversity, and expertise appropriate for us. In assessing the directors, both individually and collectively, the Nominating and Corporate Governance Committee considers our current needs and the needs of the Board of Directors, to maintain a balance of knowledge, experience, capability, race, gender, geography, thought, viewpoints, backgrounds, skills, and expertise. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board of Directors, our operating requirements, and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity (including with respect to race, gender, geography, thought, viewpoints, and backgrounds), age, skills, and such other factors as it deems appropriate given our current needs and the needs of the Board of Directors, to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to us during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations, and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. Any search firm retained to assist the Nominating and Corporate Governance Committee in seeking candidates for the Board of Directors will be instructed to seek to include diverse candidates in terms of race, gender, geography, thought, viewpoints, backgrounds, skills, experience, and expertise from, among other areas, professional and academic areas relevant to the Company’s area of focus. In addition, the Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board of Directors. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board of Directors by majority vote.
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the way it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board of Directors may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: 10955 Vista Sorrento Parkway, Suite 200, San Diego, California 92130, Attn: Corporate Secretary, no later than the 90th day and no earlier than the 120th day prior to the one year anniversary of the preceding year’s Annual Meeting. Submissions must include, among other things, (1) the name and address of the stockholder on whose behalf the submission is made; (2) number of our shares that are owned beneficially by such stockholder and the nominee as of the date of the submission; (3) the full name, age, business address and residence address of the proposed candidate; (4) description of the proposed candidate’s business experience for at least the previous five years; (5) complete biographical information for the proposed candidate; (6) a description of the proposed candidate’s qualifications as a director; and (7) any other information required by our Bylaws. We may require any proposed nominee to furnish such other information as we may reasonably require to determine the eligibility of such proposed nominee to serve as our independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.
The Nominating and Corporate Governance Committee charter can be found on our website at
www.januxrx.com
in the Corporate Governance section.
As part of our
Insider Trading Policy
and Code of Business Conduct and Ethics, all employees, including our officers, directors and consultants are prohibited from engaging in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our securities at any time. In addition, no employee, including any officer, director, or consultant may margin, or make any offer to margin, any of our securities, including without limitation, borrowing against such securities, at any time.
* “The disclosure under the caption “Hedging Policy” is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.”
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected Ernst Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and has further directed that management submit the selection of independent registered public accounting firm for ratification by the stockholders at the Annual Meeting.
Representatives of Ernst Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst Young LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Ernst Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in our best interests and the best interests of our stockholders.
The affirmative vote of the holders of a majority of the shares present at the Annual Meeting or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of Ernst Young LLP. Abstentions will be counted toward the tabulation of votes on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes (if any) are counted towards a quorum but are not counted for any purpose in determining whether this matter has been approved.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2.
Principal Accountant Fees and Services
The following table shows the aggregate fees for services provided for the fiscal year ended December 31, 2024 and 2023, by Ernst Young LLP, our independent registered public accounting firm for those periods. All fees described below were pre-approved by the Audit Committee.
Year Ended
December 31,
2024
2023
Audit Fees
(1)
$
1,143,037
$
551,500
Audit Related Fees
—
—
Tax Fees
—
—
All Other Fees
(2)
3,600
3,600
Total Fees
$
1,146,637
$
555,100
(1)
Audit fees consist of fees billed for professional services by Ernst Young LLP for audit and quarterly review of our financial statements and review of our registration statements and related issuances of consents, and related services that are normally provided in connection with statutory and regulatory filings or engagements.
(2)
All other fees consist of fees paid to Ernst Young LLP for access to its proprietary accounting research database.
In connection with the audit of each of the 2024 and 2023 financial statements, we entered into engagement agreements with Ernst Young LLP, which set forth the terms under which Ernst Young LLP performed audit services for us. Such agreements are subject to alternative dispute resolution procedures.
The Audit Committee must pre-approve the audit and non-audit services rendered by our independent registered public accounting firm. The Audit Committee has adopted a policy and procedures for the pre-approval of such audit and non-audit services. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide such service. The pre-approval authority may be delegated to one or more of the Audit Committee’s members, but any pre-approval decisions must be reported to the full Audit Committee at its next scheduled meeting. Pursuant to the policy, the Audit Committee has delegated pre-approval authority to its Chair.
The Audit Committee has determined that the rendering of services other than audit services by Ernst Young LLP is compatible with maintaining the principal accountant’s independence.
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders are being asked to approve, in an advisory, non-binding vote, the compensation of our named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion. In considering their vote, we urge stockholders to review the information on our compensation policies and decisions regarding the named executive officers presented in the section below titled “Executive Compensation.”
This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding. Although this resolution is non-binding, the Board and the Compensation Committee value the opinions of our stockholders and will review and consider the voting results when making future compensation decisions for our named executive officers. If stockholders approve the “One Year” option as the frequency of future say-on-pay votes under Proposal 3, we expect that we will conduct our next say-on-pay vote at the 2026 annual meeting of stockholders.
We believe that our compensation components provide a reasonable balance of base compensation and long-term equity-based incentive compensation that is closely aligned with the Company’s overall performance. The Company aims to provide executive officers with a reasonable level of security through base salary and benefits, while rewarding them through cash and equity-based incentive compensation to achieve business objectives and create stockholder value. We believe that each of our compensation components is integral to attracting, retaining, and rewarding qualified named executive officers.
The text of the resolution in respect of Proposal no. 3 is as follows:
“RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby approved.”
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3.
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY STOCKHOLDER VOTES
TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders are also entitled to vote, on an advisory basis, on whether the “say-on-pay” vote, as required by Section 14A of the Exchange Act, should occur every one, two, or three years. The vote on the frequency of the say-on-pay vote, just as with the say-on-pay vote itself, is advisory only, and it also is not binding on the Company or on our Board of Directors. Although the vote is non-binding, the Compensation Committee and the Board will carefully consider the outcome of the vote when determining the frequency of future stockholder advisory votes to approve the compensation of our named executive officers.
After careful consideration, the Board has determined that a say-on-pay vote that occurs every year is the most appropriate alternative for our Company at this time. Therefore, the Board recommends that you vote for a “One Year” frequency for the say-on-pay vote.
Although the Board recommends a say-on-pay vote be held every year, you may vote one of four choices for this Proposal 4 on the proxy card: “One Year”, “Two Years”, “Three Years”, or “Abstain.” The text of the resolution in respect of Proposal no. 4 is as follows:
“RESOLVED, that the option of once every one year, two years, or three years that receives the affirmative vote of the majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter for this resolution will be determined to be the preferred frequency with which the Company is to hold an advisory stockholder vote to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion.”
The Board and the Compensation Committee value the opinions of the stockholders in this matter and, to the extent there is any significant vote in favor of one frequency over the other options, even if less than a majority, the Board will consider the stockholders’ concerns and evaluate any appropriate next steps. However, because this vote is advisory and, therefore, not binding on the Board or the Company, the Board may decide that it is in the best interests of the stockholders that we hold a say-on-pay vote more or less frequently than the option preferred by the stockholders. The vote will not be construed to create or imply any change or addition to the fiduciary duties of the Company or the Board.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF “ONE YEAR” ON PROPOSAL 4.
The following table sets forth information regarding our executive officers as of the date of this proxy statement.
Executive Officer
Age
Position(s)
David Campbell, Ph.D.
66
President and Chief Executive Officer
Thomas DiRaimondo, Ph.D.
39
Chief Scientific Officer
Zachariah McIver, D.O., Ph.D.
55
Chief Medical Officer
Andy Meyer
41
Chief Business Officer
Byron Robinson, Ph.D. JD.
60
Chief Strategy Officer
Charles Winter
56
Chief Technical Officer
The following is biographical information for our executive officers other than Dr. Campbell, whose biographical information is included under Proposal 1.
Thomas DiRaimondo, Ph.D.
is one of our co-founders and has served as our Chief Scientific Officer since January 2024 and had previously served as our Executive Director, Head of Research and Development from January 2023 through December 2023, Senior Director of Therapeutics Discovery from January 2022 through December 2022, and Director of Research from January 2018 through December 2021. Previously, Dr. DiRaimondo served at Sitari Pharma, Inc., which he co-founded, as Director of Research from January 2020, and Principal Scientist from December 2013. Dr. DiRaimondo received a B.S.E in chemical engineering and M.Eng in pharmaceutical engineering from the University of Michigan, Ann Arbor as well as a M.S. and Ph.D. in chemical engineering from Stanford University.
Zachariah McIver, D.O., Ph.D.
has served as our Chief Medical Officer since January 1, 2025 and had previously served as our Vice President, Clinical Development from May 2023 to December 2024. Previously, Dr. McIver served as Executive Medical Director at Amgen from 2018 to April 2023, leading cross-functional teams in the design, implementation, and execution of clinical and correlative study strategies. From 2013 to 2018, Dr. McIver served as an attending physician at Wake Forest in the hematology/oncology department. From 2011 to 2013, Dr. McIver served as an attending physician and a research investigator in the department of hematology/oncology at Tulane University School of Medicine. Dr. McIver received a B.S. in Physics and General Sciences from the University of Oregon, a Medical Doctorate (D.O.) from Ohio University College of Osteopathic Medicine and a Ph.D. in Molecular Medicine and Translational Sciences from Wake Forest University School of Medicine. He completed his internal medicine residency at the Cleveland Clinic, and his clinical fellowship in hematology and oncology at the National Heart, Lung, and Blood Institute at the National Institutes of Health.
Andy Meyer
has served as our Chief Business Officer since March 2021. Previously, Mr. Meyer served at Evercore as a Managing Director on the Life Sciences Investment Banking team from March 2019 to March 2021 and as a Vice President on the Life Sciences Investment Banking team from May 2015 to March 2019. Prior to Evercore, Mr. Meyer served at Bank of America Merrill Lynch as a Vice President on the Life Sciences Investment Banking team from December 2014 through April 2015 and as an Associate on the Life Sciences Investment Banking team from July 2011 to December 2014. Mr. Meyer received a B.A. in Finance from Georgetown University and an MBA from the University of Southern California Marshall School of Business.
Byron Robinson, Ph.D., J.D.
has served as our Chief Strategy Officer since February 2022. Previously, Dr. Robinson served as Senior Vice President, Global Head of Clinical Development Strategy and Innovation from June 2020 to February 2022 and as Senior Vice President, Global Program Leader (Avelumab) from May 2016 to February 2022 at Merck KGaA (EMD Serono) (“Merck”). Prior to Merck, Dr. Robinson served as Vice President, Senior Global Program Head, Oncology at Bayer from April 2015 to May 2016, and as Senior Director Global Program Head from 2012 to 2015. Prior to Bayer, Dr. Robinson served as Director, RD Program Management and Strategic Operations; Global Program Manager at Amgen from 2002 to 2012. Dr. Robinson received a B.S. (Hon I) and Ph.D. from the University of New England (Australia) and a J.D. from Santa Barbara College of Law.
Charles Winter
has served as our Chief Technical Officer since January 2023 and had previously served as our Senior Vice President of Chemistry, Manufacturing and Controls from March 2021 through December 2022. Previously, Mr. Winter served at AnaptysBio as Vice President of Chemistry, Manufacturing and Controls from August 2020 to March 2021, at Sanofi as Vice President of Chemistry, Manufacturing and Controls from January 2020 to August 2020, at Synthorx (acquired by Sanofi in January 2020) as Vice President of Chemistry, Manufacturing and Controls from June 2018 to January 2020, at Denali Therapeutics as Head of Biologics from November 2016 to June 2018, at JHL Biotech as Vice President of Manufacturing and Technology, running its cGMP contract manufacturing plant, from July 2015 to August 2016, at Gilead as Director of Biologics Development from September 2011 to June 2015 and at Genentech from 1994 to September 2011, most recently as Senior Group Leader and Principal Engineer. Mr. Winter received a B.S. in chemical engineering from the University of Wisconsin-Madison.
In 2024, the Company was a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act, and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules for smaller reporting companies allow the Company to provide less detail about its executive compensation program, we are committed to providing information necessary to help our investors understand how we compensate, motivate and retain our executive officers. Accordingly, this section includes supplemental narratives that describe our executive compensation program.
Named Executive Officers
This supplemental discussion provides additional context with respect to our 2024 compensation program for the following named executive officers that are required to be included in the Company’s Summary Compensation Table:
•
David Campbell, Ph.D., our President and Chief Executive Officer
•
Tighe Reardon, our former Chief Financial Officer
•
Thomas DiRaimondo, our Chief Scientific Officer; and
We believe that a strong executive team is critical to our ability to deliver on our long-term objectives. Our executive compensation program is designed to achieve a variety of goals, including:
•
attracting, retaining and motivating exceptional executive talent;
•
providing incentives that reward the achievement of performance goals that we believe directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; and
•
align our executives’ interests with those of our stockholders through long-term incentives linked to specific performance
The Compensation Committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our
business and the market in which we compete for executive talent. The following table summarizes our executive compensation and related policies and practices:
What We Do
What We Don't Do
●
Tie performance bonus opportunities to defined corporate objectives
●
Allow hedging or pledging of Company stock
●
“Double-trigger” change in control severance payments, requiring both a change in control and an involuntary termination for payout
●
Reprice stock options
●
Maintain a clawback policy
●
Provide excessive perquisites
●
Maintain a Compensation Committee comprised entirely of independent directors
●
Provide supplemental executive retirement plans
●
Retain an independent compensation consultant
●
Provide “single-trigger” change in control severance
●
Reevaluate and adjust our compensation program annually based on market developments
●
Provide contracts guaranteeing excise-tax gross ups
Say-on-Pay Vote on Executive Compensation
In prior years, we qualified as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and were not required to hold a Say-on-Pay vote. At the 2025 Annual Meeting of Stockholders, we will be conducting our first Say-on-Pay vote as described in Proposal 3 of this proxy statement, as well as conducting a non-binding advisory vote on the frequency by which we will conduct a Say-on-Pay vote (the “Say-on-Frequency” vote). Because we value the opinions of our stockholders, the Board and our Compensation Committee will consider the outcome of the Say-on-Pay vote, and the related Say-on-Frequency vote when making compensation decisions for our named executive officers in the future.
Role of the Independent Compensation Consultant
The Compensation Committee has the authority under its charter to engage the services of outside legal counsel, compensation consultants and other advisors. The Compensation Committee engaged FW Cook to serve as its independent compensation consultant to advise the Compensation Committee on matters related to executive and non-management director compensation.
Our Compensation Committee’s annual compensation review for 2024 included an analysis of data, comparing the Company’s executive and director compensation levels and practices against a peer group pre-commercial biopharmaceuticals companies. FW Cook provided our Compensation Committee with advice, counsel and recommendations with respect to the composition of the peer group and competitive data used for assessing our compensation program. Our Compensation Committee used this and other information provided by FW Cook to reach an independent recommendation regarding compensation to be paid to our Executive Chairman, CEO, directors and other executives. FW Cook also provides written and verbal advice at Compensation Committee meetings and attends executive sessions of the Compensation Committee.
The Compensation Committee reviews compensation for peer group companies and other market data in order to gain a better understanding of current compensation practices for similarly situated companies and to provide a reference point when assessing executive compensation at competitive levels.
The companies in our compensation peer group are selected based on the industry in which they operate, the size of their business and similarities in certain qualitative factors such as geography, stock
performance and business model. These companies are also representative of the types of companies with which we compete for executive talent. The Compensation Committee used the following peer group, developed in consultation with FW Cook in September 2023, to conduct comparative pay analysis of our pay levels and compensation program structures for 2024.
Alaunos Therapeutics, Inc (TCRT)
CytomX Therapeutics, Inc. (CTMX)
Replimune Group, Inc. (REPL)
Arcus BioSciences, Inc. (RCUS)
Inhibrx Biosciences, Inc. (INBX)
Sutro Biopharma, Inc. (STRO)
Arvinas, Inc. (ARVN)
Kura Oncology, Inc. (KURA)
Syndax Pharmaceuticals, Inc. (SNDX)
BioAtla, Inc. (BCAB)
Mersana Therapeutics, Inc. (MRSN)
Xencor, Inc. (XNCR)
Cue Biopharma, Inc. (CUE)
Poseida Therapeutics, Inc. (PSTX)
Zymeworks Inc. (ZYME)
Elements of Executive Officer Compensation
Overview
The compensation packages for the Company’s named executive officers have both performance-based and fixed elements. Total target compensation paid to our named executive officers is divided among three principal components:
•
Base salary, which is fixed and does not vary based on our financial and other performance;
•
Cash incentive compensation, which is paid annually and is variable based on company performance; and
•
Equity-based awards, which are variable and the value of which depends on stock price performance
For 2024, our overall mix of executive compensation continued to include a balance of salary, cash incentive, and equity-based compensation.
Annual Base Salary
We believe that a competitive base salary is a necessary element of any compensation program. We set base salary compensation for our executive officers at a level we believe enables us to retain and motivate and, as needed, hire individuals in a competitive environment.
An executive officer’s initial base salary is established pursuant to the terms of the executive’s employment agreement. Employment agreements for executive officers are negotiated at arms-length and approved by our Compensation Committee, taking into account the individual’s qualifications and experience, the strategic importance of the role, market and peer company data, as well as internal pay equity considerations.
Our Compensation Committee reviews base salaries for all of our executive officers on an annual basis, generally in connection with our annual performance review process. However, the compensation of Dr. Campbell is determined and approved by our Board based on recommendations from our Compensation Committee. In determining whether to adjust an executive’s base salary, the Compensation Committee considers a number of factors, including individual and company performance during the prior year, historic salary levels and length of time in the role, risk to retention, and internal parity among executive team members. In addition, as noted above, the Compensation Committee also considers competitive market data, including data with respect to base salaries paid to similarly situated executive officers at peer group companies.
In reviewing and adjusting base salaries for 2024, the Compensation Committee considered the factors listed above. The Compensation Committee approved increases to the base salaries of our named executive officers, other than Dr. DiRaimondo and Mr. Reardon, ranging from approximately 3.4% to 10.5%, which the Compensation Committee felt represented the appropriate increase because the executive officer’s base salaries fell well below the median levels for such positions at our peers. In connection with Dr. DiRaimondo’s promotion to Chief Scientific Officer in January 2024 and based on the recommendations and market data presented to our Compensation Committee by our independent compensation consultant, our Compensation Committee approved an increase to Dr. DiRaimondo’s annual base salary from $380,000 to $420,000. Mr. Reardon served as our Acting Chief Financial Officer from our inception in June 2017 until August 2024. As part of his responsibilities as Chief Financial Officer of Avalon Ventures, LLC he provided Chief Financial Officer services to a number of Avalon Ventures portfolio companies including us. Mr. Reardon was not party to an employment or consulting agreement with us and was not entitled to any cash compensation in 2024, including the payment of base salary. The named executive officers’ base salaries and increases from each of their 2023 base salaries, if applicable, are reflected in the table below.
Executive Officer
2023 Base
Salary ($)
2024 Base
Salary ($)
% Change
David Campbell, Ph.D.
625,000
646,000
3.4%
Tighe Reardon
—
—
—
Thomas DiRaimondo, Ph.D.
380,000
420,000
10.5%
Byron Robinson, Ph.D., J.D.
450,000
485,000
7.8%
Annual Cash Incentive Compensation
Consistent with our emphasis on a pay-for-performance incentive compensation program, executive officers are eligible to receive annual cash bonuses based upon company performance during the fiscal year. As with base salaries, the target annual bonus opportunity for each of our executive officers was established initially through arm’s-length negotiations at the time each individual was hired. In addition, target bonus opportunities are reviewed annually by the Compensation Committee concurrently with their review of base salaries. In determining the ratio of an executive’s base salary and cash bonus opportunity, the Compensation Committee considers the specific role of each executive.
Each of our named executive officers (other than Mr. Reardon) participates in our annual bonus plan and has a target bonus represented as a percentage of base salary, or a target bonus percentage, each of which is set forth below. As noted above, Mr. Reardon was not eligible to participate in our annual bonus plan during 2024.
Executive Officer
2024 Target
Bonus as a Percent of Base Salary
David Campbell, Ph.D.
60%
Tighe Reardon
—
Thomas DiRaimondo, Ph.D.
(1)
40%
Byron Robinson, Ph.D., J.D.
40%
(1)
In connection with Dr. DiRaimondo’s promotion to Chief Scientific Officer in January 2024 and based on a review of market data and on the recommendations presented to our Compensation Committee by FW Cook, our Compensation Committee approved an increase to Dr. DiRaimondo’s target bonus from 35% to 40% effective beginning with calendar year 2024.
The Compensation Committee, in consultation with our Chief Executive Officer, establishes the objectives for the annual bonus plan, the relative weight of each objective, and the respective targets for each objective, considering the Company’s growth objectives, internal budget, and publicly disclosed financial guidance. Generally, these objectives are tied to achievement of research, clinical and regulatory milestones related to our drug development programs as well as other general corporate objectives.
The corporate goals established and achieved for 2024 included various research and development and corporate governance activities and objectives primarily related to our drug development programs, including:
•
JANX007 (PSMA): Optimize dose and dose frequency that provides a durable response, with developable safety profile;
•
JANX008 (EGFR): Exhibit early anti-tumor activity while maintaining a developable safety profile;
•
Research and development activities to enable future IND milestones and achieve key collaboration milestones; and
•
Appropriately grow the organization, manage the approved budget, and facilitate future success.
The Compensation Committee and the Board review the Company’s achievement of the corporate goals in their totality, taking into account the Company’s overall performance for the year. The Compensation Committee and the Board determine which corporate goals it believes are essential to building long-term stockholder value and that it will use to assess our annual corporate performance. The 2024 corporate goals aimed to incentivize performance related to achievement of research, clinical and regulatory milestones related to our drug development programs. In setting these goals, the Compensation Committee and the Board balance the consideration of the likelihood of achievement of these corporate goals with the effectiveness of such goals in incentivizing our named executive officers’ performance. The relative weightings of the 2024 corporate goals are based upon our assessment of the importance of each goal in creating long-term value for the Company and our stockholders.
In December 2024, the Compensation Committee and the Board reviewed our 2024 performance and determined that we met each of our corporate goals based on our achievements, which resulted in an overall 2024 corporate goal achievement of 125% due to the strong outcome achieved in respect of the goals and facilitating significant growth in Company value. The table below sets forth the payments under the 2024 bonus plan for our named executive officers.
Executive Officer
Target Bonus ($)
Actual Bonus ($)
Actual as % of Target
David Campbell, Ph.D.
387,600
484,500
125%
Tighe Reardon
—
—
—
Thomas DiRaimondo, Ph.D.
168,000
210,000
125%
Byron Robinson, Ph.D., J.D.
194,000
242,500
125%
Equity-Based Compensation
The long-term equity-based compensation grants to our named executive officers directly align their compensation with the goals and financial returns of our stockholders. Because vesting is generally subject to continued service over a period of several years following the date of grant, our equity-based incentives also serve as a retention device for named executive officers and other service providers. We generally provide initial equity-based incentive awards in connection with the commencement of employment of our named executive officers and we award annual refresher equity-based incentive awards, which typically are approved at the end of each year with grant dates to follow early in the beginning of the following year, each of which are subject to vesting over a period of multiple years in order to facilitate retention.
We have historically granted equity compensation in the form of stock options. Our Compensation Committee views stock options as performance-based compensation that are intended to create a direct link between our named executive officers’ compensation and our stock price appreciation. Because the executive must pay a cash exercise price equal to the value of the stock on the date the option is granted, the executive will only receive value from the option grant if the value of our stock increases following the option grant date. Consistent with past practice, in January 2024, the Compensation Committee decided
to grant the named executive officers one hundred percent of their 2024 long-term equity incentive compensation in the form of stock options. Based on a review of competitive peer practices of similarly-sized pre-commercial biotechnology companies conducted by FW Cook and equity programs in 2024 and discussion of attraction and retention of the executive team, the Compensation Committee determined and approved, in December 2024, to introduce restricted stock units (“RSUs”) into our long-term equity compensation program for our named executive officers. We believe that RSUs are a strong retention vehicle, particularly during periods of stock price volatility, and can allow us to reduce share usage and manage our available equity pool more efficiently. We also believe that if our executives hold unvested awards covering share of our common stock with a value that is significant to them, but which value cannot be immediately realized, they will have an incentive to act to maximize longer-term stockholder value instead of short-term gain. We believe that equity compensation is an integral component of our efforts to attract and retain exceptional executives, senior management and other employees.
The authority to make equity-based awards rests with our Compensation Committee, which is required to approve all equity grants (other than with respect to our Chief Executive Officer, in which case the Compensation Committee makes a recommendation for full Board approval). The Compensation Committee generally considers equity awards in the context of setting overall compensation packages for executives; accordingly, determinations with respect to equity awards are generally made in connection with the hiring or appointment of an executive officer or as part of the annual compensation review process. Options generally vest, 25% on the first anniversary date of the vesting start date and the remainder vest in 36 equal monthly installments thereafter. All options have an exercise price set at the closing market price of our common stock on the grant date. RSUs generally vest, 25% on the first anniversary of the vesting start date and 25% vest on each anniversary thereafter.
In December 2023, as part of its annual review of executive compensation, the Compensation Committee and Board (with respect to our Chief Executive Officer) approved the following option grants to our named executive officers as part of their 2024 compensation package. The grant date for these options was in January 2024.
Executive Officer
Stock Options
David Campbell, Ph.D.
356,500
Tighe Reardon
157,000
Thomas DiRaimondo, Ph.D.
147,000
Byron Robinson, Ph.D., J.D.
151,500
In December 2024, as part of its annual review of executive compensation, the Compensation Committee and Board (with respect to our Chief Executive Officer) approved the following equity awards for our named executive officers as part of their 2025 compensation package.
Executive Officer
RSUs
(1)
Stock Options
(2)
David Campbell, Ph.D.
81,000
283,500
Tighe Reardon
(3)
—
—
Thomas DiRaimondo, Ph.D.
24,000
84,000
Byron Robinson, Ph.D., J.D.
28,000
98,000
(1)
RSUs were approved in December 2024 but with an intended grant date of January 2, 2025. However, for purposes of FASB’s Accounting Standards Codification 718, Compensation – Stock Compensation (“ASC 718”) the grant date is deemed to be in December 2024 (the date of the applicable board approval). So, the RSUs appear in the Summary Compensation Table below as 2024 stock awards.
(2)
Stock options were approved in December 2024 but have a grant date in January 2025 and will appear in next year’s Summary Compensation Table.
(3)
Mr. Reardon’s consulting services to the company terminated on December 31, 2024 and as a result he was not awarded any RSUs or stock options.
The following table shows, for the fiscal years ended December 31, 2024 and December 31, 2023, compensation awarded to, paid to, or earned by, the named executive officers.
Executive Officer and Principal Position
Fiscal
Year
Salary
($)
Bonus
($)
Option
Awards
($)
(1)
Stock Awards
($)
(2)
Non-Equity
Incentive Plan
Compensation
($)
(3)
All Other
Compensation
($)
Total
($)
David Campbell, Ph.D.
2024
646,000
—
2,862,873
4,981,500
484,500
—
8,974,873
President and Chief Executive Officer
2023
625,000
—
3,155,769
—
412,500
—
4,193,269
Tighe Reardon
(4)
2024
—
—
7,913,496
(5)
—
—
—
7,913,496
Former Acting Chief Financial Officer
Thomas DiRaimondo, Ph.D.
2024
420,000
—
1,180,484
1,604,160
210,000
—
3,414,644
Chief Scientific Officer
Byron Robinson, Ph.D., J.D.
2024
485,000
—
1,216,621
1,871,520
242,500
—
3,815,641
Chief Strategy Officer
2023
450,000
75,000
(6)
1,017,990
—
198,000
—
1,740,990
(1)
In accordance with SEC rules, this column reflects the aggregate grant date fair value of the awards computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 4 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by our named executive officers upon the vesting, exercise, or the sale of the shares of common stock underlying such awards.
(2)
The amounts shown in this column represent the aggregate grant date fair value of all time-based RSUs for the years indicated, computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 4 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The grant date fair value for time-based RSUs is measured in accordance with ASC 718 and based on the closing price of our common stock on the date of grant. The amounts shown in this column do not necessarily correspond to the actual value recognized or that may be recognized by our named executive officers. For further information regarding such equity awards, please see the “Outstanding Equity Awards at Fiscal Year End” tables and related footnotes below in our CDA above. The amounts shown in this column relate to RSUs granted on January 2, 2025, but for which the ASC 718 grant date is deemed to be in December 2024 (the date of applicable approval).
(3)
The amounts disclosed represent annual performance-based bonuses earned in 2024 and 2023.
(4)
Mr. Reardon's service as our Acting Chief Financial Officer ended in August 2024, but he continued service with us as a consultant to the Company through December 31, 2024.
(5)
In August 2024, and in connection with the resignation of Mr. Reardon, the Compensation Committee of the Board of Directors approved the following modifications to the terms of Mr. Reardon’s outstanding equity awards as defined within a transition and consulting agreement with Mr. Reardon (the “Transition Agreement”): (a) acceleration of the vesting of unvested stock options such that the number of options that would have vested through June 30, 2026, are vested and
exercisable, with such acceleration deemed effective as of December 31, 2024, subject to service conditions described within the Transition Agreement; and (b) extension of the post-termination exercise period for outstanding options until the earlier of December 31, 2027 or the original expiration date of such options, subject to the Company’s ability to take any actions permitted under the Plans, as applicable. Of the amount reported in this column, $6,652,707 represents the increase in grant date fair value to these awards under ASC 718 due to the modifications.
(6)
Amount consists of a $75,000 one-time discretionary bonus paid in January 2024 for 2023 services performed.
Other Compensation and Benefits
All of our named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision and life plans, in each case on the same basis as all of our other employees. We pay the premiums for the life, disability, accidental death and dismemberment insurance for all of our employees, including our named executive officers. We generally provide limited perquisites or personal benefits to our named executive officers.
Compensation Recovery Policies
As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our executive officers may be legally required to reimburse our Company for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002, as amended. Additionally, we have implemented a Dodd-Frank Act-compliant clawback policy, as required by SEC rules.
401(k) Plan
We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain Code limits, which are updated annually. We have the ability to make matching and discretionary contributions to the 401(k) plan. Currently, we do not make matching contributions or discretionary contributions to the 401(k) plan; however, the 401(k) plan is a “safe harbor” plan under which the Company makes a mandatory annual contribution of up to 3% of eligible employees’ compensation. These non-elective contributions, as well as employee elective deferrals, are always 100% vested at all times. The 401(k) plan is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), with the related trust intended to be tax exempt under Section 501(a) of the Code. Contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.
Pension Benefits
Other than with respect to tax-qualified defined contribution plans such as our 401(k) plan, our named executive officers did not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement.
Nonqualified Deferred Compensation
Our named executive officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during the fiscal year ended December 31, 2024. The Compensation Committee may elect to adopt qualified or nonqualified defined benefit plans in the future if it determines that doing so is in our best interests.
The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2024, including one former executive officer who departed from the Company during the fiscal year.
Option Awards
(1)
Stock Awards
(3)
Executive Officer
Grant
Date
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Option
Exercise
Price Per
Share
($)
(2)
Option
Expiration
Date
Number of
Shares or Units
of Stock that
Have Not Vested
(#)
(4)
Market Value of
Shares or Units
of Stock that
Have Not Vested($)
(5)
David Campbell, Ph.D.
1/16/2020
64,050
—
0.11
1/15/2030
9/1/2020
448,350
—
0.59
8/31/2030
3/10/2021
704,550
(6)
—
4.21
3/9/2031
5/14/2021
727,608
(7)
—
10.59
5/13/2031
1/3/2022
258,307
95,943
20.24
1/2/2032
1/3/2023
148,541
161,459
14.02
1/2/2033
1/2/2024
356,500
(8)
11.02
1/1/2034
12/12/2024
81,000
(9)
4,336,740
Tighe Reardon
5/14/2021
4,003
20,016
(10)
10.59
5/13/2031
1/3/2022
31,620
(10)
20.24
1/2/2032
1/3/2023
41,250
(10)
14.02
1/2/2033
1/2/2024
94,854
(10)
11.02
1/1/2034
Thomas DiRaimondo, Ph.D.
9/1/2020
153,720
—
0.59
8/31/2030
3/10/2021
140,910
(11)
—
4.21
3/9/2031
5/14/2021
256,200
(12)
—
10.59
5/13/2031
1/3/2022
17,478
6,492
20.24
1/2/2032
1/3/2023
33,541
36,459
14.02
1/2/2033
1/2/2024
—
147,000
(13)
11.02
1/1/2034
12/4/2024
24,000
(14)
1,284,960
Byron Robinson, Ph.D., J.D.
3/1/2022
162,916
67,084
16.81
2/29/2032
1/3/2023
47,916
52,084
14.02
1/2/2033
1/2/2024
—
151,500
(15)
11.02
1/1/2034
12/4/2024
28,000
(16)
1,499,120
(1)
Option awards with grant dates prior to June 10, 2021 were granted under the 2017 Equity Incentive Plan (the “2017 Plan”). Option awards with grant dates on or after June 10, 2021 were granted under the 2021 Plan.
(2)
All of the option awards listed in the table with a grant date prior to June 10, 2021 were granted with an exercise price per share that is no less than the fair market value of our common stock on the date of grant of such award, as determined in
good faith by our Board of Directors. All of the option awards granted on or after June 10, 2021 are granted with an exercise price per share that is the closing price of our common stock on the date of grant.
(3)
All of the outstanding RSU awards were granted under and subject to the terms of the 2021 Plan. Except as otherwise indicated, each RSU award vests as to one-fourth (1/4th) of the total number of shares granted on the first, second, third and fourth anniversaries of the date of grant subject to the executive’s continuous service with us through the vesting dates and the potential vesting acceleration described below under “—Potential Payments upon Termination or Change in Control.”
(4)
The amounts shown in this column relate to RSUs granted on January 2, 2025, but for which the ASC 718 grant date is deemed to be in December 2024 (the date of applicable approval).
(5)
Market value is evaluated using our December 31, 2024 closing stock price.
(6)
This option is immediately exercisable, but if exercised the underlying shares would be subject to a repurchase right in favor of the company that lapses over a vesting schedule. 44,035 of these options are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after March 10, 2021; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of March 10, 2021, subject to optionholder’s continuous service as of each such vesting date.
(7)
This option is immediately exercisable, but if exercised the underlying shares would be subject to a repurchase right in favor of the company that lapses over a vesting schedule. 75,793 of these options are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after May 14, 2021; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of May 14, 2021, subject to optionholder’s continuous service as of each such vesting date.
(8)
All of the shares underlying this option are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after January 2, 2024; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of January 2, 2024, subject to optionholder’s continuous service as of each such vesting date.
(9)
All of the shares underlying this RSU award are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after January 2, 2025; the balance of the shares vest in a series of 3 successive equal annual installments measured from the first anniversary of January 2, 2025, subject to optionholder’s continuous service as of each such vesting date.
(10)
Mr. Reardon's Transition Agreement as described in note five of the above Summary Compensation Table was subject to a seven-day revocation period following the date of signing. As such, the stock options that vested in accordance with the Transition Agreement remained unexercisable at December 31, 2024.
(11)
This option is immediately exercisable, but if exercised the underlying shares would be subject to a repurchase right in favor of the company that lapses over a vesting schedule. 8,807 of these options are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after March 10, 2021; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of March 10, 2021, subject to optionholder’s continuous service as of each such vesting date.
(12)
This option is immediately exercisable, but if exercised the underlying shares would be subject to a repurchase right in favor of the company that lapses over a vesting schedule. 26,688 of these options are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after May 14, 2021; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of May 14, 2021, subject to optionholder’s continuous service as of each such vesting date.
(13)
All of the shares underlying this option are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after January 2, 2024; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of January 2, 2024, subject to optionholder’s continuous service as of each such vesting date.
(14)
All of the shares underlying this RSU award are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after January 2, 2025; the balance of the shares vest in a series of 3 successive equal annual installments measured from the first anniversary of January 2, 2025, subject to the executive's continuous service as of each such vesting date.
(15)
All of the shares underlying this option are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after January 2, 2024; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of January 2, 2024, subject to optionholder’s continuous service as of each such vesting date.
(16)
All of the shares underlying this RSU award are unvested as of December 31, 2024, one-fourth (1/4th) of the shares vest one year after January 2, 2025; the balance of the shares vest in a series of 3 successive equal annual installments measured from the first anniversary of January 2, 2025, subject to optionholder’s continuous service as of each such vesting date.
Options held by our named executive officers are eligible for accelerated vesting under specified circumstances. Please see the subsection titled “—Potential Payments Upon Termination or Change in Control” below for a description of such potential acceleration.
Employment, Severance and Change in Control Agreements
Employment Agreements with Named Executive Officers
Below are descriptions of our employment agreements with our named executive officers. The employment of each of our named executive officers is at-will. For a description of the severance pay and other benefits to be provided in connection with a termination of employment and/or change in control, please see “Potential Payments Upon Termination or Change in control” below.
David Campbell, Ph.D.
In January 2021 we entered into an employment agreement with Dr. Campbell, our President and Chief Executive Officer, that governs the current terms of his employment with us. Pursuant to this agreement, Dr. Campbell was initially entitled to an annual base salary of $424,408, which was most recently increased to $680,000 effective January 2025, and was initially eligible to receive an annual discretionary bonus with a target amount of 40% of his then current base salary, which was most recently increased to 60% effective January 2023, based upon the achievement of certain corporate and/or individual objectives and milestones that are determined in the sole discretion of the Board of Directors. Dr. Campbell’s employment agreement also provides for severance benefits upon an involuntary termination; however, the severance terms in his employment agreement were superseded by the Change in Control and Severance Benefit Plan as described below.
Thomas DiRaimondo, Ph.D.
In January 2021 we entered into an employment agreement with Dr. DiRaimondo, our Chief Scientific Officer, that governs the current terms of his employment with us. Pursuant to this agreement, Dr. DiRaimondo was initially entitled to an annual base salary of $172,414, which was most recently increased to $478,000 effective January 2025, and was initially eligible to receive an annual discretionary bonus with a target amount of 20% of his then current base salary, which was most recently increased to 40% effective January 2024, based upon the achievement of certain corporate and/or individual objectives and milestones that are determined in the sole discretion of the Board of Directors or the Compensation Committee thereof.
Byron Robinson, Ph.D., J.D.
In January 2022 we entered into an employment agreement with Dr. Robinson, our Chief Strategy Officer, that governs the current terms of his employment with us. Pursuant to this agreement, Dr. Robinson was initially entitled to an annual base salary of $420,000, which was most recently increased to $504,000 effective January 2025, and is eligible to receive an annual discretionary bonus with a target amount of 40% of his then current base salary, based upon the achievement of certain corporate and/or individual objectives and milestones that are determined in the sole discretion of the Board of Directors or the Compensation Committee thereof. Dr. Robinson’s employment agreement also provides for a one-time sign-on bonus of $100,000, which was subject to a prorated right of repayment in favor of the Company in the event Dr. Robinson resigned or was terminated for cause prior to the one-year anniversary of his February 2022 start date. In addition, the employment agreement provides for an initial option grant to purchase 230,000 shares of Company common stock. Dr. Robinson’s employment agreement also provides that he is designated as a participant in the Change in Control and Severance Benefit Plan, as described below.
Transition and Consulting Agreement with Former Named Executive Officer
In August 2024, we entered into a transition and consulting agreement with Mr. Reardon, our former Acting Chief Financial Officer (the “Transition Agreement”). Pursuant to the Transition Agreement, Mr. Reardon received (i) continued vesting of his equity awards through December 31, 2024, and (ii) subject to satisfaction of certain conditions specified in the Transition Agreement, accelerated vesting of his unvested equity awards that would have vested through June 30, 2026 and an extension of the post-service exercise period for such equity awards until the earliest of December 31, 2027 and the original expiration date of the equity awards. Mr. Reardon is not entitled to receive any benefits under the Change in Control and Severance Benefit Plan, as described below.
Potential Payments Upon Termination or Change in Control
Regardless of the manner in which a named executive officer’s service terminates, each named executive officer, other than Mr. Reardon, is entitled to receive amounts earned during their term of service, including unpaid salary and unused paid time off, as applicable. In addition, each (other than Mr.
Reardon) is entitled to certain severance benefits under the Change in Control and Severance Benefit Plan, as described below.
The following table sets forth information regarding potential payments that would have been made to our named executive officers, other than Mr. Reardon, on various termination or change in control events assuming such events occurred as of December 31, 2024, the last trading day of 2024.
Involuntary Termination Without Cause or
Resignation for Good Reason Not in
Connection with a Change in Control
Involuntary Termination Without Cause or
Resignation for Good Reason in Connection
with a Change in Control
Executive Officer
Salary Severance ($)
Bonus Severance ($)
Value of Continued Health Coverage ($)
Value of Accelerated Vesting ($)
Total
Salary Severance ($)
Bonus Severance ($)
Value of Continued Health Coverage ($)
Value of Accelerated Vesting ($)
Total
David Campbell, Ph.D.
646,000
—
30,705
—
676,705
1,292,000
1,162,800
61,410
34,498,829
37,015,039
Thomas DiRaimondo, Ph.D.
315,000
—
19,032
—
334,032
630,000
420,000
38,064
10,773,267
11,861,331
Byron Robinson, Ph.D., J.D.
363,750
—
39,699
—
403,449
727,500
485,000
79,397
12,463,255
13,755,152
Change in Control and Severance Benefit Plan
Each of our named executive officers, other than Mr. Reardon, is eligible to receive benefits under the terms of our Change in Control and Severance Benefit Plan (the “Severance Plan”) which was adopted by our Board of Directors in May 2021. The Severance Plan provides for severance and/or change in control benefits to the named executive officers upon a “change in control termination” or a “regular termination” (each as described below).
Upon an involuntary termination, each of our named executive officers is entitled to continued payment for a period of time of their then-current base salary (12 months for Dr. Campbell and nine months for each of Dr. DiRaimondo and Dr. Robinson) and payment of continued group health plan coverage (COBRA) premiums for a period of time (12 months for Dr. Campbell and nine months for each of Dr. DiRaimondo and Dr. Robinson). Upon a change in control termination, each of our named executive officers is entitled to (a) a lump sum payment equal to a portion of his base salary (24 months for Dr. Campbell and 18 months for each of Dr. DiRaimondo and Dr. Robinson), (b) a lump sum payment equal to a percentage his target cash bonus (200% for Dr. Campbell and 150% for each of Dr. DiRaimondo and Dr. Robinson), (c) a lump sum payment equal to a prorated portion of their target cash bonus (prorated based on their date of termination), (d) accelerated vesting of all outstanding equity awards, and (e) payment of COBRA premiums for up to 18 months, and for Dr. Campbell an additional lump sum cash payment equal to the monthly amount of his COBRA premiums for six months. All severance benefits under the Severance Plan are subject to the executive’s execution of an effective release of claims against the Company.
For purposes of the Severance Plan, an “involuntary termination” is a termination by the Company other than for cause (and not as a result of death or disability) or a resignation by the executive for good reason (each, as defined in the Severance Plan) that does not occur during the period of time beginning three months prior to, and ending 12 months following, a “change in control” (as defined in the 2021 Plan), or the “change in control period.” A “change in control termination” is an involuntary termination that occurs during the change in control period.
In addition, if any of the payments or benefits provided for under the Severance Plan or otherwise payable to a named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the named executive officer will receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to them.
Pay Versus Performance
The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer (“NEO”) pay. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation.”
Required Tabular Disclosure of Pay Versus Performance
The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “
Executive
Compens
ation
” section above.
Value of Initial Fixed $100 Investment Based on:
Fiscal Year
Summary Compensation Table Total for PEO
($)
(1)(2)
Compensation Actually Paid to PEO
($)
(1)(3)
Average Summary Compensation Table Total for non-PEO NEOs
($)
(1)(2)
Average Compensation Actually Paid to non-PEO NEOs
($)
(1)(3)
Total Shareholder Return
($)
(4)
Net Income
($M)
(5)
2024
8,974,873
55,192,709
5,047,927
16,865,449
406.53
(
68.99
)
2023
4,193,269
1,052,606
1,674,690
1,099,998
81.47
(
58.29
)
(1)
The following individuals are our PEO and other non-PEO NEOs for each fiscal year:
Year
PEO
Non-PEO NEOs
2024
David Campbell
, Ph.D.
Tighe Reardon, Thomas DiRaimondo, Byron Robinson Ph.D., J.D.
2023
David Campbell
, Ph.D.
Byron Robinson, Ph.D., J.D., Charles Winter
(2)
Represents the amount of total compensation reported for Dr. Campbell (our Chief Executive Officer) and the average total compensation for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.”
(3)
Represents the amount of CAP to Dr. Campbell and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP:
Deduct: Grant Date Fair Value of “Stock Awards” and “Option Awards” columns in the SCT for Applicable Year*
7,844,373
2,377,858
3,155,769
1,017,990
Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End*
21,848,627
5,815,636
2,188,604
706,001
Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End*
15,325,254
2,671,871
(
1,828,521
)
(
282,675
)
Add: Change in Fair Value from the end of the Prior FY to the Vesting Date of Awards Granted during Prior FY that Vested During Applicable FY*
16,888,329
4,300,997
(
344,978
)
19,971
Add: Vesting Date Fair Value of Awards that were Granted and Vested During Applicable FY*
—
1,444,628
—
—
Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY*
—
37,752
—
—
CAP
55,192,709
**
16,865,449
1,052,606
**
1,099,998
**
*
The fair values of stock options vested during the fiscal year or outstanding as of fiscal year end were estimated using the Black-Scholes option pricing model with the following assumptions, which may be materially different from the assumptions used for estimating the grant-date fair value as reported in the “Option Awards” columns in the Summary Compensation Table:
Expected term (in years)
1.82 – 7.67
Expected volatility
79.4 – 118.4%
Risk-free interest rate
3.36 – 4.86
Expected dividend rate
—
**Totals are rounded
(4)
For the relevant fiscal year, represents the c
umulative TSR of our common stock and the Nasdaq Biotechnology Index at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2022.
(5)
The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year.
Required Disclosure of the Relationship Between CAP and Financial Performance Measures
As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, CAP for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and does not reflect the amount of compensation earned by or actually paid to our NEOs during the applicable years.
CAP and Net Income (Loss)
The chart below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs, on the one hand, to the Company’s Net Income (Loss) over the two years presented in the table, on the other.
CAP and Cumulative TSR
The chart below shows the relationship between the CAP to our PEO and the average CAP to our non-PEO NEOs, on the one hand, to the Company’s cumulative TSR over the two years presented in the table, on the other.
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
The following table provides certain information as of December 31, 2024, with respect to all of our equity compensation plans in effect on that date.
Plan Category:
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
Weighted-average exercise price of outstanding options, warrants and rights ($)
(b)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
Equity compensation plans approved by security holders
2017 Equity Incentive Plan
(1)
3,479,038
6.50
—
2021 Equity Incentive Plan
(2)
5,394,033
16.87
5,473,507
(3)
2021 Employee Stock Purchase Plan
(4)
—
—
1,506,316
Total equity compensation plans approved by security holders
8,873,071
12.81
6,979,823
Equity compensation plans not approved by security holders
(5)
—
—
—
(1)
Upon adoption of our 2021 Plan, we restricted future grants from our 2017 Plan. Shares of our common stock reserved for issuance under the 2017 Plan that are repurchased, forfeited, expired, or cancelled increase the number of shares of our common stock reserved for issuance under the 2021 Plan.
(2)
Under the terms of our 2021 Plan, the number of shares of our common stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2022 through January 1, 2031, in an amount equal to the lesser of (i) 5% of the total number of shares of our common stock outstanding on the last day of the calendar month before the date of each automatic increase; or (ii) a lesser number of shares determined by our Board of Directors prior to the applicable January 1st.
(3)
This amount reflects shares remaining available for issuance under the 2021 Equity Incentive Plan in the form of incentive stock options, non-statutory stock options and restricted stock unit awards.
(4)
Under the terms of our ESPP, the number of shares of our common stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2022 through January 1, 2031, by the lesser of (i) 1% of the total number of shares of our common stock outstanding on the last day of the calendar month before the date of each automatic increase, and (ii) 932,000 shares; provided that before the date of any such increase, our Board of Directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii).
(5)
As of December 31, 2024, we did not have any equity compensation plans that were not approved by our stockholders.
The following table summarizes the compensation earned by or paid to each of the non-employee directors for the fiscal year ended December 31, 2024:
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
Name
Fees Earned or
Paid in Cash
($)
Options
Awards
($)
(1)(2)
Stock
Awards
($)
(1)(3)
Total
($)
Ron Barrett, Ph.D.
72,038
244,532
99,500
416,070
Vickie Capps
55,000
244,532
99,500
399,032
Eric Dobmeier
(4)
18,043
700,962
278,401
997,406
Sheila Gujrathi, M.D.
40,000
244,532
99,500
384,032
Natasha Hernday
(4)
18,043
700,962
278,401
997,406
Winston Kung
47,500
244,532
99,500
391,532
Jay Lichter, Ph.D.
(5)
41,372
244,532
99,500
385,404
Alana McNulty
47,500
244,532
99,500
391,532
Jake Simson, Ph.D.
54,500
244,532
99,500
398,532
(1)
Amounts listed in the “Option Awards” and “Stock Awards” columns represent the aggregate grant date fair value amount computed as of the grant date of each option award or stock award granted in 2024 in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 4 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our directors will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock awards or the sale of the common stock underlying such option awards or stock awards.
(2)
The aggregate number of shares subject to outstanding stock options held as of December 31, 2024 by the non-employee directors who are listed in the table above, which includes grants made to the non-employee directors in 2024 and prior calendar years, are as follows: 63,350 shares subject to outstanding stock options for Dr. Barrett; 65,375 shares subject to outstanding stock options for Ms. Capps; 20,811 shares subject to outstanding stock options for Mr. Dobmeier; 90,995 shares subject to outstanding stock options for Dr. Gujrathi; 20,811 shares subject to outstanding stock options for Ms. Hernday; 60,225 shares subject to outstanding stock options for Mr. Kung; no shares subject to outstanding stock options for Dr. Lichter; 63,350 shares subject to outstanding stock options for Ms. McNulty and 63,350 shares subject to outstanding stock options for Dr. Simson.
(3)
The aggregate number of RSUs held as of December 31, 2024 by the non-employee directors who are listed in the table above, which includes grants made to the non-employee directors in 2024, are as follows: 2,500 shares subject to outstanding stock awards for Dr. Barrett; 2,500 shares subject to outstanding stock awards for Ms. Capps; 6,231 shares subject to outstanding stock awards for Mr. Dobmeier; 2,500 shares subject to outstanding stock awards for Dr. Gujrathi; 6,231 shares subject to outstanding stock awards for Ms. Hernday; 2,500 shares subject to outstanding stock awards for Mr. Kung; no shares subject to outstanding stock awards for Dr. Lichter; 2,500 shares subject to outstanding stock awards for Ms. McNulty; and 2,500 shares subject to outstanding stock awards for Dr. Simson.
(4)
Mr. Dobmeier and Ms. Hernday each joined our Board of Directors in July 2024. Amounts listed in the “Option Awards” and “Stock Awards” columns include both initial grants and prorated annual grants.
(5)
Dr. Lichter resigned from our Board of Directors in July 2024. Following Dr. Lichter's resignation as a non-employee director, the Board of Directors approved the following modifications to the terms of Dr. Lichter's outstanding equity awards: (i) acceleration of the vesting in full of the stock options and RSUs granted to Dr. Lichter in 2024, and (ii) extension of the post-termination exercise period for all outstanding stock options granted to Dr. Lichter until the earlier of the third anniversary of Dr. Lichter’s resignation or the original expiration date of such options. As a result of such modifications, the grant date fair value of these equity awards computed under ASC 718 are as follows: $252,240 for stock options granted in 2021; $56,208 for stock options granted in 2022; $74,881 for stock options granted in 2023; $254,632 for stock options granted in 2024; and $110,610 for RSUs granted in 2024.
In June 2024, we granted stock options to purchase shares of our common stock to all of our then serving non-employee directors, at an exercise price of $39.80 per share, consisting of 8,350 shares to each such director. These stock options will vest in 12 equal monthly installments, subject to each such
director’s continued service through each vesting date. These stock options were granted as the annual option grant provided for in our Non-Employee Director Compensation Policy, as described below.
In June 2024, we granted RSUs to all of our then serving non-employee directors, consisting of 2,500 RSUs to each such director. These RSUs will vest on the earlier of the first anniversary of the date of grant or our next annual stockholders meeting, subject to each such director’s continued service through such vesting date. These RSUs were granted as the annual RSU awards provided for in our Non-Employee Director Compensation Policy, as described below.
In July 2024, in connection with the appointment of Mr. Dobmeier and Ms. Hernday to our Board of Directors, we granted each such new director the following equity awards: (i) a stock option to purchase 16,700 shares of our common stock, at an exercise price of $44.68 per share, which will vest in 36 equal monthly installments; (ii) RSUs covering 5,000 shares of our common stock, which will vest in three equal annual installments; (iii) a stock option to purchase 4,111 shares of our common stock, at an exercise price of $44.68 per share, which will vest in 12 equal monthly installments; and (iv) RSUs covering 1,231 shares of our common stock, which will vest on the first anniversary of the date of grant. The vesting of each of these equity awards is subject to the director’s continued service through the applicable vesting dates. The awards described in (i) and (ii) above were granted as the initial grants and the awards described in (iii) and (iv) were granted as the prorated annual grants provided for in our Non-Employee Director Compensation Policy, as described below.
Our Board of Directors adopted a Non-Employee Director Compensation Policy in June 2021 that became effective June 10, 2021 and is applicable to all of our non-employee directors. Following review of a comprehensive assessment of our non-employee director compensation program prepared by FW Cook, and a recommendation by the Compensation Committee of our Board of Directors, the Non-Employee Director Compensation Policy was most recently amended and restated in March 2025, with changes effective April 1, 2025. The Non-Employee Director Compensation Policy, as in effect during 2024, provided that each such non-employee director is entitled to receive the following compensation for service on our Board of Directors for 2024:
•
an annual cash retainer of $40,000 ($45,000 beginning in 2025);
•
an additional annual cash retainer of $35,000 for service as Chair of the Board of Directors;
•
an additional annual cash retainer of $7,500 ($10,000 beginning in 2025), $6,000 ($7,500 beginning in 2025) and $4,250 ($5,000 beginning in 2025) for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively (not applicable to committee chairs);
•
an additional annual cash retainer of $15,000 ($20,000 beginning in 2025), $12,000 ($15,000 beginning in 2025) and $8,500 ($10,000 beginning in 2025) for service as Chair of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively;
•
an initial option grant to purchase 16,700 (23,334 beginning in 2025) shares of our common stock on the date of each such non-employee director’s appointment to our Board of Directors, with the shares vesting in 36 equal monthly installments, subject to continued service as a director through each vesting date;
•
an initial RSU award covering 5,000 (7,500 beginning in 2025) shares of our common stock on the date of each such non-employee director’s appointment to our Board of Directors, with the shares vesting in three equal annual installments, subject to continued service as a director through each vesting date;
•
an annual option grant to purchase 8,350 (11,667 beginning in 2025) shares of our common stock on the date of each of our annual stockholder meetings, with the shares vesting in 12 equal monthly installments or if earlier, fully vested as of the next annual stockholders meeting, subject to continued service as a director though each vesting date. In addition to the initial option grant described above, in the event a director is appointed prior to an annual stockholder meeting, such director will receive a prorated annual option grant; and
•
an annual RSU award covering 2,500 (3,750 beginning in 2025) shares of our common stock on the date of each of our annual stockholder meetings, with the shares vesting on the earlier of the first anniversary
of the date of grant or if earlier, fully vested as of the next annual stockholders meeting, subject to continued service as a director though the applicable vesting date. In addition to the initial RSU grant described above, in the event a director is appointed prior to an annual stockholder meeting, such director will receive a prorated annual RSU grant.
Each non-employee director may elect to defer the delivery of shares in settlement of any RSU award granted under the Non-Employee Director Compensation Policy that would otherwise be delivered to such non-employee director on or following the date such award vests pursuant to the terms of a deferral election such non-employee director makes in accordance with the non-employee director compensation policy. In addition, in the event the aggregate grant date fair value of (i) the initial option grant and initial RSU grant, computed under ASC 718, would have a value in excess of $900,000, such initial equity awards will be reduced on a pro rata basis until such value is equal to $900,000 and (ii) the annual option grant (or prorated annual option grant, as applicable) and the annual RSU grant (or prorated annual RSU grant, as applicable), computed under ASC 718, would have a value in excess of $450,000, such annual equity awards (or prorated annual equity awards, as applicable), will be reduced on a pro rata basis until such value is equal to $450,000.
Each of the options granted under the Non-Employee Director Compensation Policy will be granted under our 2021 Plan. Each option and RSU awarded to directors under the Non-Employee Director Compensation Policy will be subject to accelerated vesting upon a “change in control” (as defined in the 2021 Plan). The term of each option will be ten years, subject to earlier termination as provided in the 2021 Plan.
We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board of Directors and committee meetings. Director’s fees are prorated to the date the director is appointed or elected.
Limitation of Liability and Indemnification
Our amended and restated certificate of incorporation and our Bylaws limit our directors’ liability, and may indemnify our directors and officers to the fullest extent permitted under Delaware General Corporation Law ("DGCL"). The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for any:
•
transaction from which the director derives an improper personal benefit;
•
act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
•
unlawful payment of dividends or redemption of shares; or
•
breach of a director’s duty of loyalty to the corporation or its stockholders.
These limitations of liability do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable remedies such as injunctive relief or recession.
The DGCL and our Bylaws provide that we will, in certain situations, indemnify our directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.
In addition, we have entered, and intend to continue to enter, into separate indemnification agreements with some of our directors and officers. These indemnification agreements, among other things, require us to indemnify our directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as a director or officer, or any other company or enterprise to which the person provides services at our request.
We maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers. We believe that these provisions in our amended and restated certificate of incorporation and Bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to directors, officers or control persons, in the opinion of the SEC, such indemnification is against public policy, as expressed in the Securities Act and is therefore unenforceable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of our common stock as of February 15, 2025, by: (i) each of our directors; (ii) each of our named executive officers in the Summary Compensation Table; (iii) all of our executive officers and directors as a group; and (iv) all those known by us to be beneficial owners of more than 5% of our common stock.
The following table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D or 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 59,096,764 shares outstanding on February 15, 2025, adjusted as required by rules promulgated by the SEC. Unless otherwise indicated, the address for the following stockholders is c/o Janux Therapeutics, Inc., 10955 Vista Sorrento Parkway, Suite 200, San Diego, California 92130.
Name of Beneficial Owner
Number of
Shares
Beneficially
Owned (#)
Percentage
of Shares
Beneficially
Owned (%)
5% Stockholders:
Entities affiliated with RA Capital Healthcare Fund, L.P.
(1)
12,175,165
19.99%
FMR LLC
(2)
7,824,674
13.2%
Entities affiliated with Janus Henderson Group plc
(3)
3,562,402
6.0%
Entities affiliated with Paradigm BioCapital Advisors GP LLC
(4)
3,515,986
5.9%
Entities affiliated with Adage Capital Management, L.P.
(5)
3,061,750
5.2%
Bregua Corporation
(6)
2,999,990
5.1%
Named Executive Officers and Directors:
David Campbell, Ph.D.
(7)
2,730,221
4.4%
Tighe Reardon
(8)
191,743
*
Thomas DiRaimondo, Ph.D.
(9)
761,336
1.3%
Byron Robinson, Ph.D. JD.
(10)
280,884
*
Ron Barrett, Ph.D.
(11)
61,262
*
Vickie Capps
(12)
131,135
*
Eric Dobmeier
(13)
6,451
*
Sheila Gujrathi, M.D.
(14)
201,546
*
Natasha Hernday
(15)
6,451
*
Winston Kung
(16)
53,137
*
Alana McNulty
(17)
61,262
*
Jake Simson, Ph.D.
(18)
61,262
*
All current executive officers and directors as a group (14 persons)
(19)
5,174,193
8.1%
* Represents beneficial ownership of less than 1%.
Beneficial ownership is determined in accordance with SEC rules, and includes any shares to which the stockholder has sole or shares voting power or investment power, and also any shares which the stockholder has the right to acquire within 60 days of February 15, 2025, whether through the exercise or conversion of any stock option, convertible security, warrant or other right. The indication herein that shares are beneficially owned is not an admission on the part of the stockholder that he, she or it is a direct or indirect beneficial owner of those shares.
Based solely on a Schedule 13D/A jointly filed on October 22, 2024 by RA Capital Management, L.P. (RA Capital), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the Fund), other than with respect to the shares held by Dr. Simson. Consists of (i) 9,317,246 shares of common stock held by the Fund, (ii) pre-funded warrants exercisable for up to 503,226 shares of common stock held by the Fund (the 2023 Pre-Funded Warrants), (iii) pre-funded warrants exercisable for up to 1,245,025 shares of common stock held by the Fund (the 2024 Pre-Funded Warrants), (iv) 1,048,406 shares of common stock held by RA Capital Nexus Fund II, L.P. (the Nexus Fund II), and (v) the shares listed in footnote (18) below which are beneficially owned by Dr. Simson for the benefit of RA Capital. Each of the 2023 Pre-Funded Warrants and the 2024 Pre-Funded Warrants contains a provision which precludes exercise of the warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 19.90% and 19.99%, respectively, of the common stock outstanding. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund II GP, LLC is the general partner of the Nexus Fund II. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and the Nexus Fund II and may be deemed a beneficial owner of any of the Company’s securities held by the Fund or the Nexus Fund II. The Fund and the Nexus Fund II have delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s and the Nexus Fund II’s portfolio, including the shares of common stock listed here. Because the Fund and the Nexus Fund II have divested themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days’ notice, the Fund and the Nexus Fund II disclaim beneficial ownership of the securities they hold. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners of any of the Company’s securities beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of these securities. The business address for RA Capital and the Fund is 200 Berkeley Street, 18th Floor, Boston, Massachusetts 02116.
(2)
Based solely on a Schedule 13G/A filed on November 8, 2024 by FMR LLC (FMR). Consists of 7,824,674 shares of common stock beneficially owned by FMR, who reports sole voting power over 7,823,767 of such shares and sole dispositive power over all of such shares, and Abigail P. Johnson, who reports sole dispositive power over all of such shares. Abigail P. Johnson is a director, the chairman and the chief executive officer of FMR. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR, representing 49% of the voting power of FMR. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR. The business address for FMR is 245 Summer Street, Boston, Massachusetts 02210.
(3)
Based solely on a Schedule 13G filed on February 14, 2025 by Janus Henderson Group plc (Janus). Consists of 3,562,402 shares of common stock beneficially owned by Janus, who reports shared voting and dispositive power over all of such shares. JHIUS, JHIUKL and JHIAIFML are indirect subsidiaries of Janus and are registered investment advisers furnishing investment advice to managed portfolios. The business address for Janus is 201 Bishopsgate, EC2M 3AE, United Kingdom.
(4)
Based solely on a Schedule 13G jointly filed on February 14, 2025 by Paradigm BioCapital Advisors LP (the Adviser), Paradigm BioCapital Advisors GP LLC (the Adviser GP), Senai Asefaw, M.D. and Paradigm BioCapital International Fund Ltd. (the Fund). Consists of 3,515,986 shares of common stock beneficially owned by the Fund and one or more separately managed accounts managed by the Adviser (the Account). The Adviser, the Adviser GP and Dr. Asefaw each report sole voting and dispositive power over all of such shares, and the Fund reports sole voting and dispositive power over 3,030,509 of such shares. The Fund is a private investment vehicle. The Adviser is the investment manager of the Fund and the Account. The Adviser GP is the general partner of the Adviser. Dr. Asefaw is the managing member of the Adviser GP. The Adviser, the Adviser GP and Dr. Asefaw may be deemed to beneficially own the common stock directly beneficially owned by the Fund and the Account. The Adviser, the Adviser GP, Dr. Asefaw and the Fund each disclaim beneficial ownership of these securities, other than the securities directly beneficially owned by each of them. The business address of the Fund is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands. The business address of the Adviser, the Adviser GP and Dr. Asefaw is 767 Third Avenue, 17th Floor, New York, New York 10017.
(5)
Based solely on a Schedule 13G jointly filed on February 12, 2025 by Adage Capital Management, L.P. (ACM), Robert Atchinson and Phillip Gross. Consists of 3,061,750 shares of common stock beneficially owned by ACM, Mr. Atchinson and Mr. Gross, each of which reports shared voting and dispositive power over all of such shares. Mr. Atchinson and Mr. Gross are the (1) managing members of Adage Capital Advisors, L.L.C., managing member of Adage Capital Partners GP, L.L.C., general partner of Adage Capital Partners, L.P. (ACP) and (2) managing members of Adage Capital Partners LLC, general partner of ACM. ACM is the investment manager of ACP. The business address of each person and entity named in this footnote is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(6)
Based solely on a Schedule 13G/A filed on November 4, 2024 by Bregua Corporation (Bregua). Consists of 2,999,990 shares of common stock held by Bregua, who reports sole voting and dispositive power over all of such shares. The business address of Bregua is Wickhams Cay, P.O. Box 146, Road Town, Tortola, VG 1110, British Virgin Islands.
(7)
Consists of (i) 212,054 shares of common stock held by Dr. Campbell, and (ii) 2,518,167 shares of common stock that Dr. Campbell has the right to acquire from us within 60 days of February 15, 2025 pursuant to the exercise of stock options, 15,159 of which will be unvested but exercisable as of April 16, 2025.
(8)
Consists of 191,743 shares of common stock that Mr. Reardon has the right to acquire from us within 60 days of February 15, 2025 pursuant to the exercise of stock options.
Consists of (i) 105,719 shares of common stock held by Dr. DiRaimondo, and (ii) 655,617 shares of common stock that Dr. DiRaimondo has the right to acquire from us within 60 days of February 15, 2025 pursuant to the exercise of stock options, 5,338 of which will be unvested but exercisable as of April 16, 2025.
(10)
Consists of 280,884 shares of common stock that Dr. Robinson has the right to acquire from us within 60 days of February 15, 2025 pursuant to the exercise of stock options.
(11)
Consists of 61,262 shares of common stock that Dr. Barrett has the right to acquire from us within 60 days of February 15, 2025 pursuant to the exercise of stock options.
(12)
Consists of (i) 67,848 shares of common stock held by Ms. Capps, and (ii) 63,287 shares of common stock that Ms. Capps has the right to acquire from us within 60 days of February 15, 2025 pursuant to the exercise of stock options.
(13)
Consists of 6,451 shares of common stock that Mr. Dobmeier has the right to acquire from us within 60 days of February 15, 2025 pursuant to the exercise of stock options.
(14)
Consists of (i) 112,639 shares of common stock held by Dr. Gujrathi, and (ii) 88,907 shares of common stock that Dr. Gujrathi has the right to acquire from us within 60 days of February 15, 2025 pursuant to the exercise of stock options.
(15)
Consists of 6,451 shares of common stock that Ms. Hernday has the right to acquire from us within 60 days of February 15, 2025 pursuant to the exercise of stock options.
(16)
Consists of 53,137 shares of common stock that Mr. Kung has the right to acquire from us within 60 days of February 15, 2025 pursuant to the exercise of stock options.
(17)
Consists of 61,262 shares of common stock that Ms. McNulty has the right to acquire from us within 60 days of February 15, 2025 pursuant to the exercise of stock options.
(18)
Consists of 61,262 shares of common stock that Dr. Simson has the right to acquire from us within 60 days of February 15, 2025 pursuant to the exercise of stock options.
(19)
Consists of (i) the shares described in footnotes (7) through (18) above, (ii) shares held by three executive officers who are not named in the table above, and (iii) shares of common stock that such executive officers have the right to acquire from us within 60 days of February 15, 2025 pursuant to the exercise of stock options.
The following includes a summary of transactions since January 1, 2023 and any currently proposed transactions, to which we were a participant, in which (i) the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years; and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any affiliate or member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described in the section above titled “Executive Compensation.”
Financings
In July 2023, we completed an underwritten offering of 4,153,717 shares of our common stock at a purchase price of $12.46 per share and, in lieu of offering shares of our common stock to certain investors that so chose, pre-funded warrants to purchase 583,483 shares of our common stock. The purchase price of each pre-funded warrant was $12.459, which is equal to the price per share at which shares of common stock were sold in the offering, minus $0.001, the exercise price of each pre-funded warrant. The gross proceeds from the offering were approximately $59.0 million. RA Capital Healthcare Fund, L.P., then and now, with its affiliates, a beneficial owner of more than 5% of our common stock, purchased pre-funded warrants to purchase 503,226 shares of our common stock for an aggregate purchase price of approximately $6.3 million.
In March 2024, we completed an underwritten public offering of 5,397,301 shares of our common stock at a purchase price of $46.50 per share and, in lieu of offering shares of our common stock to certain investors that so chose, pre-funded warrants to purchase 1,935,483 shares of our common stock. The purchase price of each pre-funded warrant was $46.499, which is equal to the price per share at which shares of common stock were sold in the offering, minus $0.001, the exercise price of each pre-funded warrant. The gross proceeds from the offering were approximately $341.0 million. RA Capital Healthcare Fund, L.P., then and now, with its affiliates, a beneficial owner of more than 5% of our common stock, purchased pre-funded warrants to purchase 1,397,847 shares of our common stock for an aggregate purchase price of approximately $65.0 million.
Indemnification Agreements
We have entered into indemnification agreements with certain of our current directors and executive officers upon the completion of our initial public offering. Our amended and restated certificate of incorporation and our Bylaws provides that we will indemnify our directors and officers to the fullest extent permitted by applicable law.
Policies and Procedures for Related Party Transactions
We adopted a written related-person transactions policy upon the completion of our initial public offering that sets forth our policies and procedures regarding the identification, review, consideration and oversight of “related-person transactions.” For purposes of our policy only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to us as an employee, consultant or director are not considered related-person transactions under this policy. A related person is any executive officer, director, nominee to become a director or a holder of more than five percent of our common stock, including any of their immediate family members and affiliates, including entities owned or controlled by such persons.
Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to our Audit Committee (or, where review by our Audit Committee would be inappropriate, to another independent body of our Board of Directors) for review. The presentation must include a description of, among other things, all of the parties thereto, the direct and indirect interests of the related persons, the purpose of the transaction, the material facts, the benefits of the transaction to us and whether any alternative
transactions are available, an assessment of whether the terms are comparable to the terms available from unrelated third parties and management’s recommendation. To identify related-person transactions in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders. In considering related-person transactions, our Audit Committee or another independent body of our Board of Directors takes into account the relevant available facts and circumstances including, but not limited to:
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the risks, costs and benefits to us;
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the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;
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the terms of the transaction;
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the availability of other sources for comparable services or products; and
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the terms available to or from, as the case may be, unrelated third parties.
In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations and approval.
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are Janux stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.
The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors,
/s/ James Pennington
James Pennington
General Counsel and Corporate Secretary
April 25, 2025
A copy of our Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2024 is available without charge upon written request to: Janux Therapeutics, Inc., Attn: Corporate Secretary, 10955 Vista Sorrento Parkway, Suite 200, San Diego, California 92130.
Janux Janux Therapeutics, Inc. Annual Meeting of Stockholders Please make your marks like this: X THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED BELOW, FOR PROPOSALS 2 AND 3, AND FOR 1 YEAR IN PROPOSAL 4 1. PROPOSAL YOUR VOTE To elect the three nominees for Class I director named in the accompanying proxy statement to serve for three-year terms until the 2028 Annual Meeting of Stockholders. FOR WITHHOLD 1.01 Ronald Barrett, Ph.D. 1.02 David Campbell, Ph.D. 1.03 Winston Kung BOARD OF DIRECTORS RECOMMENDS FOR FOR FOR FOR AGAINST ABSTAIN 2. To ratify the selection by the Audit Committee of the Board of Directors of Ernst Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025. FOR 3. Approval, on an advisory basis, of the compensation of our named executive officers ("Say-On-Pay"), as disclosed in the accompanying Proxy Statement. FOR 4. Indication, on an advisory basis, of the preferred frequency of holding future Say-On-Pay votes on the compensation of our named executive officers. 5. To conduct any other business properly brought before the Annual Meeting. 口 1YR 2YR 3YR ABSTAIN 1 YEAR You must register to attend the meeting online and/or participate at www.proxydocs.com/JANX Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date
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